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Number 2 of 2015
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IRISH COLLECTIVE ASSET-MANAGEMENT VEHICLES ACT 2015
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CONTENTS
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PART 1
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Preliminary and General
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Chapter 1
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Preliminary
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Section
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1. Short title and commencement
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2. Definitions
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3. Power to make regulations
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4. Expenses
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Chapter 2
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Creation of ICAVs and carrying on of business
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5. Creation of ICAV with limited liability
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6. Instrument of incorporation
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7. Registered office and head office
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8. Carrying on of business
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PART 2
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Registration and Authorisation of ICAVs etc.
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Chapter 1
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Registration
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9. Registration order
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10. Application for registration order
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11. Contents of statement required by section 10(2)(b)(ii)
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12. Making of registration order
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13. Requirements referred to in section 12(1)(a)(ii)
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14. Registration of certain matters following making of registration order
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15. Commencement of registration order
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16. Decision to refuse registration order
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Chapter 2
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Authorisation and approval
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17. Authorisation
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18. Application for authorisation
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19. Grant of authorisation
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20. Decision to refuse authorisation
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21. Appointment and approval of depositary
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22. Application for approval of management company
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23. Approval of management company
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24. Refusal to approve management company
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25. Authorisation or approval not a warranty
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26. Revocation of authorisation
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27. Imposition of conditions by Bank
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28. Prohibition on carrying on business as ICAV unless authorised etc.
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Chapter 3
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Names and changes in instrument of incorporation
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29. Name of ICAV
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30. Approval for change of name
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31. Alteration in instrument of incorporation
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Chapter 4
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Execution of documents, seals, etc.
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32. Execution of documents
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33. Common seal
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34. Official seal for share certificates
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Chapter 5
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Sub-funds of umbrella funds
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35. Segregated liability of ICAV sub-funds
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36. Requirements to be complied with by, and other matters respecting, an umbrella fund
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37. Further matters about umbrella funds
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PART 3
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Shares and Debentures etc.
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38. Power to issue shares and debentures
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39. Share certificates
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40. Evidence of share certificate
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41. Nature of shareholding
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42. Transfer of registered shares
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43. Refusal to register transfer of shares
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44. Certification of transfer of shares
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45. Transfer: supplementary
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46. Power to purchase own shares
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47. Treatment of purchased shares
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48. Membership
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49. Register of members
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50. Inspection of register of members
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51. Consequences of failure to comply with requirements as to register owing to agent’s default
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52. Rectification of register
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53. Trusts not to be entered on the register
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54. Register as evidence
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55. Power of members to complain of oppressive conduct
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PART 4
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Directors and Other Officers
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Chapter 1
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Appointment, removal etc.
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56. Number of directors
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57. Secretary
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58. Prohibition on body corporate being director
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59. Avoidance of acts done by person in dual capacity as director and secretary
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60. Validity of acts of directors
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61. Appointment of directors to be voted on individually
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62. Removal of directors
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63. Prohibition of undischarged bankrupt acting as officer etc. of ICAV
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64. Examination as to solvency status of director etc.
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65. Register of directors and secretaries
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66. Provisions supplementary to section 65
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67. Entitlement to notify Bank of changes if section 65(6) contravened
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68. Particulars relating to directors to be shown on all business letters
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Chapter 2
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Controls of directors
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69. Prohibition of tax-free payments to directors
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70. Payment of compensation
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71. Duty of director to disclose payments made in connection with transfer of shares
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72. Sections 70 and 71: supplementary
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73. Contracts of employment of directors
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74. Section 73: anti-avoidance
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75. Prohibition of loans etc. to directors and connected persons
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76. Section 75: supplementary
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77. Section 75: connected persons
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Chapter 3
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Other matters
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78. Fiduciary duties of directors of ICAVs
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79. Statement of principal fiduciary duties of directors of ICAVs
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80. Directors to have regard to interests of employees
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81. Register of shareholdings of directors etc.
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82. Disclosure for purposes of section 81
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83. Declaration of interest in contracts
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84. Breaches of certain duties: liability to account and indemnify
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85. Power of court to grant relief to officers of ICAV
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86. Restrictions on directors of insolvent ICAVs
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87. Disqualification of directors etc.
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PART 5
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Meetings
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88. Minutes of meetings
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89. Annual general meetings
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90. Extraordinary general meetings
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91. Convening of extraordinary general meetings by members
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PART 6
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Charges and Debentures
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Chapter 1
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Interpretation
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92. Definitions
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Chapter 2
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Registration of charges and priority
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93. Registration of charges created by ICAVs
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94. Duty of ICAV with respect to registration under section 93 and right of others to effect registration
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95. Duty of ICAV to register charges existing on property acquired
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96. Priority of charges
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97. Registration of judgment mortgages
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98. Register of charges
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99. Certificate of registration
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100. Entries of satisfaction and release of property from charge
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101. Extension of time for registration of charges and rectification of register
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102. Copies of instruments creating charges to be kept
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103. Netting of Financial Contracts Act 1995 not to affect registration requirements
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Chapter 3
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Provisions as to debentures
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104. Liability of trustees for debenture holders
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105. Perpetual debentures
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106. Power to re-issue redeemed debentures
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107. Specific performance of contracts to subscribe for debentures
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Chapter 4
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Prohibition on registration of certain matters affecting shareholders
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108. Registration against ICAV of certain matters prohibited
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PART 7
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Accounts, Reports and Auditing
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Chapter 1
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Accounting records
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109. Obligation to keep adequate accounting records
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110. Basic requirements for accounting records
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111. Where accounting records are to be kept
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112. Access to accounting records
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113. Retention of accounting records
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114. Accounting records: offences
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115. Personal liability of officers where adequate accounting records not kept
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Chapter 2
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Annual accounts
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116. Annual accounts
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117. Accounts to include information about directors
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Chapter 3
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Directors’ reports
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118. Directors’ report
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119. Revised directors’ reports
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Chapter 4
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Audit
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120. Auditor reports on accounts
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121. Consideration by auditor of consistency of directors’ report with ICAV’s accounts
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122. Duty of auditor in relation to suspected commission of indictable offence
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123. Eligibility to be auditor
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124. Auditor acting where ineligible
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125. Appointment of auditors
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126. Casual vacancy
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127. Partnerships
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128. Auditor’s access to records
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129. Rights of auditors
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130. Remuneration of auditors
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131. Power of competent authority
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132. Removal of auditor
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133. Resolution for removal of auditor
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134. Auditor who has been removed
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135. Resignation of auditor
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136. Statement of circumstances
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137. Auditor who has resigned
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138. Requirements consequent on ceasing to hold office
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139. Withdrawal of approval
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PART 8
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Conversions of Investment Company or UCITS to ICAV
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140. Conversion of investment company or UCITS to ICAV
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141. Declaration of solvency
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142. Registration pursuant to application for conversion
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143. Further statutory declarations
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144. Failure to comply
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PART 9
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Migration
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Chapter 1
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Migration-in to become ICAV
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145. Definitions
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146. Registration documents
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147. Continuation of migrating body
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148. Supplementary provision in relation to section 147
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Chapter 2
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De-registration following migration out
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149. Definitions
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150. De-registration of ICAVs when continued under law of place outside the State
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151. Provisions supplementary to section 150
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Chapter 3
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Declaration of solvency
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152. Statutory declaration as to solvency
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PART 10
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Receivers and Winding Up
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Chapter 1
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Receivers
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153. Receivers
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Chapter 2
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Winding up
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154. Winding up
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PART 11
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Strike Off and Restoration
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Chapter 1
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Strike off of ICAV
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155. When Bank may strike ICAV off register
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156. Grounds for involuntary strike off
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157. Bank’s notice to ICAV of intention to strike it off register
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158. Contents of Bank’s notice to ICAV
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159. Meaning of remedial step
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160. Public notice of intention to strike ICAV off register
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161. Conditions for voluntary strike off
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162. Public notice in case of voluntary strike off
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163. Striking off (involuntary and voluntary cases) and dissolution
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164. Effect of removal and dissolution
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165. Power of Bank to obtain information
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Chapter 2
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Restoration of ICAV to register
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166. Application of Chapter
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167. Restoration on application to Bank
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168. Restoration on application to High Court
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169. Requirements for application to High Court under section 168
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170. Terms of High Court order on application under section 168
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171. High Court order for restoration on application of Bank
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172. Supplementary High Court orders
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PART 12
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Investigations, Compliance and Enforcement
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173. Investigations
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174. Compliance orders
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175. Restraining directors and others from removing assets
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176. Agency with responsibility for enforcement of offences
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177. District court district within which summary proceedings may be brought
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178. Application of other provisions relating to offences
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179. Special provisions applying where default in delivery of documents to Bank
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180. General Offences
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181. Evidential matters
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PART 13
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Miscellaneous
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182. Registration and inspection of documents
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183. Mergers involving ICAV
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184. Taxation
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185. Fees
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186. Categories of offences
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187. Amendments of UCITS Regulations
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188. Adaptation of certain provisions of UCITS Regulations
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189. Amendments of Central Bank Act 1942
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190. Exemption from liability void
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191. Notice, etc.
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192. Director of Corporate Enforcement
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SCHEDULE
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Accounts
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Acts Referred to
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Central Bank (Supervision and Enforcement) Act 2013
(No. 26)
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Central Bank Act 1942
(No. 22)
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Civil Partnership and Certain Rights and Obligations of Cohabitants Act 2010
(No. 24)
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Companies Act 2014
(No. 38)
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Courts of Justice Act 1924
(No. 10)
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Netting of Financial Contracts Act 1995
(No. 25)
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Partnership Act 1890
(53 & 54 Vict., c. 39)
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Registration of Deeds and Title Act 2006
(No. 12)
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Registration of Title Act 1964
(No. 16)
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State Property Act 1954
(No. 25)
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Taxes Consolidation Act 1997
(No. 39)
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Number 2 of 2015
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IRISH COLLECTIVE ASSET-MANAGEMENT VEHICLES ACT 2015
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An Act to make provision for the creation, operation and regulation of bodies corporate to be known as Irish Collective Asset-management Vehicles and to provide for related matters.
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[4 th March, 2015]
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Be it enacted by the Oireachtas as follows:
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