Irish Collective Asset-management Vehicles Act 2015

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Continuation of migrating body

147. (1) A migrating body may apply to the Bank to be registered as an ICAV in the State by way of continuation.

(2) Where an application is made under subsection (1), the Bank shall not register the migrating body as an ICAV in the State unless it is satisfied that all of the requirements of this Act in respect of the registration and of matters precedent and incidental to the registration have been complied with and, in particular, but without prejudice to the generality of the foregoing, the Bank is satisfied that—

(a) the migrating body has delivered to the Bank an application for the purpose, in such manner and form as may be specified by the Bank and signed by a director of the migrating body, together with the registration documents,

(b) the name or, if relevant, the proposed new name of the migrating body is not, in the opinion of the Bank undesirable or misleading,

(c) the migrating body has delivered to the Bank notice of the address of its proposed registered office in the State, and

(d) the migrating body has applied to the Bank for a relevant authorisation and the Bank has notified the migrating body that it proposes to grant the relevant authorisation.

(3) An application under subsection (1) shall be accompanied by a statutory declaration, in such form as may be specified by the Bank, made by a solicitor engaged for this purpose by the migrating body, or by a director of the migrating body, and stating that the requirements mentioned in subsection (2) have been complied with, and the Bank may accept such a declaration as sufficient evidence of compliance.

(4) The Bank shall, as soon as is practicable after receipt of the application for registration, publish notice of it in the Iris Oifigiúil.

(5) Where the Bank notified the migrating body as mentioned in subsection (2)(d) the Bank shall issue a registration order in relation to the migrating body by way of continuation of the migrating body as an ICAV under the laws of the State and, if it issues a registration order shall enter in the register of ICAVs the details of charges and securities interests of the migrating body.

(6) The migrating body shall, as soon as may be after being registered under subsection (5), apply to be de-registered in the relevant jurisdiction.

(7) The Bank shall enter in the register of ICAVs the date of registration of the migrating ICAV and shall forthwith publish notice in the Iris Oifigiúil of the following matters:

(a) the date of the registration of the migrating body under this section;

(b) the relevant jurisdiction;

(c) the previous name of the migrating body if different from the name under which it is being registered as an ICAV.

(8) From the date of registration, the migrating body shall be deemed to be an ICAV formed and registered under this Act and shall continue for all purposes under this Act, and the provisions of this Act shall apply to the migrating body, but this section does not operate—

(a) to create a new legal entity,

(b) to prejudice or affect the identity or continuity of the migrating body as previously established and registered under the laws of the relevant jurisdiction for the period that the migrating body was established and registered in the relevant jurisdiction,

(c) to affect any contract made, resolution passed or any other act or thing done in relation to the migrating body during the period that the migrating body was so established and registered,

(d) to affect the rights, authorities, functions and liabilities or obligations of the migrating body or any other person, or

(e) to render defective any legal proceedings by or against the migrating body.

(9) Without prejudice to the generality of subsection (8) —

(a) the failure of a migrating body to send to the Bank the particulars of a charge or security interest created before the date of registration shall not prejudice any rights which any person in whose favour the charge was made or security interest created may have under it, and

(b) any legal proceedings that could have been continued or commenced by or against the migrating body before its registration under this section may, notwithstanding the registration, be continued or commenced by or against the migrating body after registration.