INVESTMENT LIMITED PARTNERSHIPS (AMENDMENT) ACT 2020

“Duty to keep and maintain a beneficial ownership register

46. (1) The general partner of an investment limited partnership shall keep and maintain a register (which shall be known, and is in this Act referred to, as a ‘beneficial ownership register’) in which there shall be entered by it the information referred to in section 27A(1)(a) and (b) and (2).

• (2) A general partner that fails to comply with subsection (1) shall be guilty of an offence.

• (3) If—

  • (a) the name of any individual is, without sufficient cause, entered in or omitted from an investment limited partnership’s beneficial ownership register, or

  • (b) default is made or unnecessary delay takes place in entering in an investment limited partnership’s beneficial ownership register the fact that an individual has ceased to be a beneficial owner of it,

  the individual aggrieved or any other interested party may apply to the court for rectification of the register.

• (4) Where an application is made under subsection (3), the court may either refuse the application or may order rectification of the beneficial ownership register and payment by the investment limited partnership of compensation for any loss sustained by any party aggrieved.

• (5) On such an application, the court may—

  • (a) decide any question as to whether the name of any person who is a party to the application should or should not be entered in or omitted from the beneficial ownership register, and

  • (b) more generally, decide any question necessary or expedient to be decided for rectification of the beneficial ownership register.

• (6) The reference in this section to ‘any other interested party’ is a reference to any other individual who is a beneficial owner of the investment limited partnership.

Discharge of initial central filing obligation - construction of references to that expression in sections 48 to 59

47. A reference in sections 48 to 59 to the discharge by a general partner of its initial central filing obligation is a reference to the delivery by the general partner of information to the Registrar in compliance with section 51(1) or (2).

Delivery of information under sections 49 to 52: delivery may be effected by persons external to general partner (as well as by officers or employees of it)

48. (1) This section applies in a case in which a general partner of an investment limited partnership is a body corporate.

• (2) The provision made by subsection (3) is in addition to the general law whereby a general partner acting through an officer or employee of the general partner may discharge an obligation referred to in this section.

• (3) An obligation imposed on a general partner of an investment limited partnership by any of sections 49 to 52 to deliver information to the Registrar may be discharged by a person, who is not an officer or employee of the general partner, acting on the general partner’s behalf.

• (4) Section 53 makes provision as respects certain information to be delivered to the Registrar where the obligation concerned is discharged on behalf of the general partner by a person acting as mentioned in subsection (3).

• (5) Section 51(6) applies to the delivery by a general partner of an investment limited partnership of information irrespective of whether the person who delivers the information is an officer or employee of the general partner or a person acting as mentioned in subsection (3).

Registrar of Beneficial Ownership of Investment Limited Partnerships

49. (1) There shall, for the purposes of this Act, be a registrar to be known as the ‘Registrar of Beneficial Ownership of Investment Limited Partnerships’, and in this Act referred to as the ‘Registrar’.

• (2) The Bank shall be the Registrar.

Establishment and maintenance of central register

50. (1) There is, by virtue of this section, established a register which shall be known as the ‘Central Register of Beneficial Ownership of Investment Limited Partnerships’ and is in this Act referred to as the ‘central register’.

• (2) The central register shall be maintained by the Registrar; the information required by sections 51 to 59 to be delivered or submitted to the Registrar shall be entered in that register by the Registrar and that register shall be kept in such form as the Registrar considers appropriate.

• (3) The provision made by subsection (2) as respects entry of information in the central register is subject to subsection (5) of section 52 (which prohibits disclosure of a PPS number).

Obligation of general partner to deliver beneficial ownership information to Registrar and related obligations of designated person where certain discrepancies discovered

51. (1) A general partner of an investment limited partnership, being a partnership that has been formed before the commencement of section 39 of the Investment Limited Partnerships (Amendment) Act 2020, shall deliver the information specified in section 52 to the Registrar within 6 months from such commencement.

• (2) A general partner of an investment limited partnership, being a partnership that has been formed on or after the commencement of section 39 of the Investment Limited Partnerships (Amendment) Act 2020, shall, within 6 months from the date of its formation, deliver the information specified in section 52 to the Registrar in such manner as the Registrar determines.

• (3) Where the following conditions are satisfied (and whether in the circumstances of the designated person taking the measures referred to in section 27A(7) or otherwise)—

  • (a) any of the particulars, as referred to in section 27A(1)(a) and (b), contained in the beneficial ownership register of an investment limited partnership come to the knowledge of a designated person, and

  • (b) the designated person forms the opinion that there is a discrepancy between the particulars referred to in paragraph (a) and the information in the central register (on referring himself or herself to the information in the central register as it relates to that investment limited partnership),

  then the designated person shall deliver, in a timely manner, to the Registrar, in such manner as the Registrar determines, notice of that opinion, specifying the particulars as respects which the foregoing discrepancy exists.

• (4) On receipt of a foregoing notice, the Registrar shall—

  • (a) if the Registrar considers it appropriate to do so, make an entry in the relevant place in the central register which states that the notice has been received and specifies the particulars as respects which the foregoing discrepancy exists, and

  • (b) serve a notice on the general partner of the investment limited partnership concerned which—

    • (i) states that the foregoing notice has been received, and

    • (ii) specifies the particulars as respects which the foregoing discrepancy exists, and requests the general partner of the investment limited partnership to deliver to the Registrar, within a period specified in the notice and in such manner as the Registrar determines—

      • (I) a submission as to why the general partner of the investment limited partnership considers the opinion of the designated person concerned not to be well founded, or

      • (II) if the general partner of the investment limited partnership considers the opinion of the designated person concerned to be well founded, such amended particulars (for entry in the central register) as are required where the general partner is satisfied that the delivery of such is the appropriate means by which the discrepancy can be resolved,

      and such a request shall be complied with by the general partner of the investment limited partnership accordingly.

• (5) None of the following—

  • (a) an opinion stated in a notice delivered under subsection (3) by a designated person to the Registrar (nor the specification in such a notice of the particulars as respects which the discrepancy concerned exists),

  • (b) any act done by the Registrar, as mentioned in subsection (4), on foot of the receipt by the Registrar of a notice delivered under subsection (3) and, in particular, any entry made in the central register by the Registrar on foot of such receipt,

  • (c) a submission delivered under subsection (4)(b)(ii)(I) to the Registrar by a general partner,

  shall, of itself, be regarded as constituting defamatory matter.

• (6) The means specified in subsection (7), and no other means, shall be used by a general partner of an investment limited partnership to deliver, under this section or any of sections 52 to 59, information to the Registrar. If such means are not used to deliver the information concerned, the fact of the receipt by the Registrar of the particular information shall not constitute compliance with the requirement concerned of the section in question.

• (7) The means referred to in subsection (6) are those that are provided for under the Electronic Commerce Act 2000.

• (8) The reference in this section to the use of the means provided for under the Electronic Commerce Act 2000 is a reference to their use in a manner that complies with any requirements of the Registrar of the kind referred to in sections 12(2)(b) and 13(2)(a) of that Act.

Information which shall be delivered to Registrar

52. (1) The following is the information referred to in section 51(1) or (2) that shall be delivered by a general partner of an investment limited partnership to the Registrar:

- (a) the name, date of birth, nationality and residential address of each beneficial owner of the investment limited partnership;

- (b) a statement of the nature and extent of the interest held, or the nature and extent of control exercised by, each such beneficial owner,

  and section 54 makes provision for occasions, subsequent to the discharge by the general partner of its initial central filing obligation, on which information shall be delivered by it to the Registrar.

• (2) In addition to what is provided in subsection (1), there shall be delivered to the Registrar by the general partner of the investment limited partnership—

  • (a) for the purpose of verification of the information delivered under section 51(1) or (2) and without prejudice to paragraph (b), the PPS number of each beneficial owner to whom such a number has been assigned, or

  • (b) such information as stands determined by the Registrar for the purposes of this section.

• (3) In addition to what is provided in subsections (1) and (2), where the obligation imposed on a general partner of an investment limited partnership by section 51(1) or (2) is discharged by its acting through an officer or employee of the general partner, there shall be delivered to the Registrar—

  • (a) the name, address, phone number and e-mail address of the officer or employee for correspondence purposes, and

  • (b) particulars as to the capacity in which the officer or employee is acting.

• (4) The Registrar shall delete from the central register information entered in it in relation to an investment limited partnership if 10 years have elapsed from the date on which the final distribution is made under the investment limited partnership (should such occur) and, as soon as may be after that deletion, the Registrar shall destroy that information.

• (5) As respects a PPS number of a beneficial owner that has been delivered under subsection (2) to the Registrar—

  • (a) the Registrar shall not disclose that number, and

  • (b) that number shall be stored securely by the Registrar.

• (6) The Registrar shall, as respects any information that has been received under subsection (3) and recorded by the Registrar, destroy the information as soon as may be after 10 years have elapsed from the date on which the final distribution is made (should such occur) under the investment limited partnership to which it relates.

• (7) Subsections (2) to (6) shall, with any necessary modifications, apply to amended particulars that are to be, or have been delivered, under section 51(4)(b)(ii)(II) as they apply to information that is to be, or has been, delivered under section 51(1) or (2).

Information to be provided by presenter

53. (1) This section applies where the information specified in section 51(1) or (2) is delivered to the Registrar by a person (in this section referred to as the ‘presenter’) acting on behalf of the general partner concerned as mentioned in section 48(3).

• (2) Where this section applies, the following information shall also be delivered by the presenter to the Registrar:

  • (a) the presenter’s name, address, phone number and e-mail address;

  • (b) particulars as to the capacity in which the presenter is acting;

  • (c) if the presenter is not an individual, the name, address, phone number and e-mail address of an individual for correspondence purposes.

• (3) The Registrar shall, as respects any information that has been received under subsection (2) and recorded by the Registrar, destroy the information as soon as may be after 10 years have elapsed from the date on which the final distribution is made (should such occur) under the investment limited partnership to which it relates.

Duty to keep information in beneficial ownership register and central register aligned and up to date

54. (1) The purpose of this section is to require that any changes that occur in the information contained in an investment limited partnership’s beneficial ownership register be reflected by a corresponding change being made in the central register; accordingly there is imposed on the general partner of an investment limited partnership by this section an obligation - referred to in this section as the ‘follow up obligation’ - to deliver information to the Registrar so as to allow any such change to be reflected in the central register.

• (2) The provisions of this section shall have effect in relation to an investment limited partnership following the discharge by the general partner of the investment limited partnership of its initial central filing obligation (and in subsection (3) the time on which that obligation is so discharged is referred to as the ‘relevant time’).

• (3) Where at any time, subsequent to the relevant time, the obligation referred to in subsection (4) falls to be discharged by a general partner of the investment limited partnership, then there is also imposed on the general partner, by this section, the follow up obligation specified in subsection (5).

• (4) The first-mentioned obligation in subsection (3) of the general partner is the obligation to—

  • (a) enter any information in the investment limited partnership’s beneficial ownership register, or

  • (b) amend or delete any information in that register,

  whether by virtue of its duty under section 27A(1) to hold accurate and current information regarding the investment limited partnership’s beneficial ownership or any provision of section 27B, 27C, 28, 28A or 28B.

• (5) The general partner’s follow up obligation is to deliver to the Registrar, as appropriate—

  • (a) the same information as that which (as mentioned in subsection (4)(a)) the general partner is required to enter in the investment limited partnership’s beneficial ownership register, or

  • (b) the appropriate information that will enable the Registrar to make the same amendment or deletion of information in the central register as that which (as mentioned in subsection (4)(b)) the general partner is required to make in the investment limited partnership’s beneficial ownership register,

  and the follow up obligation shall be discharged within 14 days from the date on which the first-mentioned obligation in subsection (3) falls to be discharged by the general partner.

• (6) Section 52(2) to (7) and, as the case may be, section 53 shall apply in a case where information is delivered to the Registrar under subsection (5) as they apply in a case where information is delivered to the Registrar under section 51(1), (2) or (3).

Unrestricted access to beneficial ownership information in central register

55. (1) Subject to subsection (2), the following shall have the right to inspect the central register—

- (a) a member of the Garda Síochána, not below the rank of inspector, who is engaged in the prevention, detection, investigation or analysis of possible money laundering or terrorist financing,

- (b) a member of FIU Ireland within the meaning of Part 4 of the Act of 2010,

- (c) an officer of the Revenue Commissioners, holding a position not below that of Higher Executive Officer,

- (d) an officer of the Criminal Assets Bureau, holding a rank not below the rank of inspector in the Garda Síochána, or holding a position not below that of Higher Executive Officer.

• (2) The right referred to in subsection (1) shall not be exercised—

  • (a) by a member of the Garda Síochána referred to in paragraph (a) of that subsection, unless he or she has been authorised to exercise the right by a member of the Garda Síochána, not below the rank of superintendent,

  • (b) by a member of FIU Ireland, unless he or she has been authorised to exercise the right by a member of the Garda Síochána, not below the rank of superintendent,

  • (c) by an officer of the Revenue Commissioners referred to in paragraph (c) of that subsection, unless he or she has been authorised to exercise the right by an officer of the Revenue Commissioners, holding a position not below that of Principal Officer, or

  • (d) by an officer of the Criminal Assets Bureau referred to in paragraph (d) of that subsection, unless he or she has been authorised to exercise the right by a member of the Garda Síochána, not below the rank of superintendent.

• (3) Subject to subsection (4), a member, a member of staff or an officer of a competent authority who is engaged in the prevention, detection or investigation of possible money laundering or terrorist financing shall have the right to inspect the central register.

• (4) The right referred to in subsection (3) shall not be exercised—

  • (a) by—

    • (i) a member of staff of the Bank,

    • (ii) an officer of the Minister for Justice and Equality,

    • (iii) a member or member of staff of the Property Services Regulatory Authority, or

    • (iv) a member or member of staff of the Legal Services Regulatory Authority,

    (each of which or whom is referred to in this paragraph as a ‘relevant competent authority’) unless he or she holds a position not below that of Higher Executive Officer and has been authorised to exercise the right by a member or member of staff or, as the case may be, an officer of the relevant competent authority concerned, holding a position not below that of Principal Officer, or

  • (b) by a member or member of staff of—

    • (i) the Law Society of Ireland,

    • (ii) the General Council of the Bar of Ireland, or

    • (iii) a designated accountancy body (within the meaning of Part 4 of the Act of 2010),

    unless he or she is a person designated by the President of the Law Society of Ireland, the chairperson of the General Council of the Bar of Ireland or the chief executive of (or a person holding an equivalent position in) the designated accountancy body, as the case may be, to be a person authorised for the purposes of subparagraph (i), (ii) or (iii), as appropriate, to exercise the right.

• (5) On there being made of the Registrar a request for inspection, under any of subsections (1) to (4), of the central register, the Registrar shall afford the maker of the request access, in a timely manner, to the register.

• (6) The Registrar shall, neither during the taking of the steps to afford the maker the access referred to in subsection (5), nor afterwards, alert the beneficial owners of any investment limited partnership concerned to the fact of such access having been afforded.

• (7) In subsection (6), ‘any investment limited partnership concerned’ means any investment limited partnership to which the information in the central register, the subject of the inspection concerned, relates.

• (8) Each of the following:

  • (a) the Garda Síochána;

  • (b) the Revenue Commissioners;

  • (c) a competent authority;

  • (d) the Criminal Assets Bureau,

  may disclose the information in the central register to any corresponding competent authority of another Member State (a ‘corresponding authority’); in the event of there being a request made of a body or other person referred to in any of paragraphs (a) to (d) by a corresponding authority for disclosure of such information, the request shall be complied with in a timely manner.

• (9) No fee shall be charged to a corresponding authority for the disclosure of the information in the central register.

Restricted access to beneficial ownership information in central register

56. (1) When—

- (a) a general partner of an investment limited partnership enters into an occasional transaction with a designated person, or forms a business relationship with a designated person, or

- (b) a designated person is taking customer due diligence measures in accordance with Part 4 of the Act of 2010 in relation to an investment limited partnership,

  the designated person shall, subject to subsection (6), have a right of access to the following information in the central register that relates to the investment limited partnership:

    - (i) the name, the month and year of birth and the country of residence and nationality of each beneficial owner of it;

    - (ii) a statement of the nature and extent of the interest held, or the nature and extent of control exercised, by each such beneficial owner,

      and that access shall be afforded in a timely manner.

• (2) The information obtained by a designated person by means of the access to the central register afforded under subsection (1) shall not be relied upon exclusively by the designated person to fulfil the designated person’s duty to apply customer due diligence measures under Part 4 of the Act of 2010 (which duty shall be fulfilled by using a risk-based approach).

• (3) Any person may, subject to subsection (6), request in writing access to the following information in the central register that relates to any investment limited partnership:

  • (a) the name, the month and year of birth and the country of residence and nationality of each beneficial owner of it;

  • (b) a statement of the nature and extent of the interest held, or the nature and extent of control exercised, by each such beneficial owner.

• (4) Any person may, subject to subsection (6), request in writing access to the following information in the central register that relates to any investment limited partnership which holds or owns a controlling interest in any corporate or other legal entity incorporated outside the European Union, through direct or indirect ownership, including through bearer shareholdings, or through control via other means:

  • (a) the name, the month and year of birth and the country of residence and nationality of each beneficial owner of the investment limited partnership;

  • (b) a statement of the nature and extent of the interest held, or the nature and extent of control exercised, by each such beneficial owner of the investment limited partnership,

  and that access shall be afforded in a timely manner.

• (5) The Data Protection Act 2018 shall apply to the access that the Registrar affords to a designated person and any member of the public in respect of the information in the central register that relates to an investment limited partnership.

• (6) Where a designated person or a member of the public seeks to have access to, or to inspect, any information in the central register so far as such information relates to a minor who is a beneficial owner of an investment limited partnership, the Registrar shall request the designated person or member of the public to provide, in writing, to the Registrar a summary of the grounds on which he or she considers it is in the public interest that that information be disclosed to him or her and—

  • (a) if the designated person or the member of the public refuses or fails to comply with that request, or

  • (b) unless the Registrar, having considered such a written summary provided to the Registrar, is of the opinion that there are substantial grounds for the contention of the foregoing person that it is in the public interest that the information be disclosed to him or her,

  the designated person or member of the public shall not be permitted by the Registrar to have access to, or to inspect, any information in the central register so far as such information relates to the minor concerned.

• (7) In subsection (1), ‘occasional transaction’ has the same meaning as it has in section 27A(7).

Obligations of competent authorities to report certain discrepancies to Registrar

57. (1) If—

- (a) any of the following:

    - (i) the Garda Síochána;

    - (ii) the Revenue Commissioners;

    - (iii) a competent authority;

    - (iv) the Criminal Assets Bureau,

      forms the opinion that there is a discrepancy between the information in the central register and the beneficial ownership information, as it relates to any investment limited partnership, available to, as the case may be, the Garda Síochána, the Revenue Commissioners or other foregoing authority or bureau (each of which is referred to in this section as a ‘relevant person’), and

- (b) to the extent that the doing of the following does not interfere unnecessarily with the performance of the relevant person’s functions,

  then the relevant person shall deliver, in a timely manner, to the Registrar, in such manner as the Registrar determines, notice of that opinion, specifying the particulars as respects which the foregoing discrepancy exists.

• (2) On receipt of a foregoing notice, the Registrar shall—

  • (a) if the Registrar considers it appropriate to do so, make an entry in the relevant place in the central register which states that the notice has been received and specifies the particulars as respects which the foregoing discrepancy exists, and

  • (b) serve a notice on the general partner of the investment limited partnership concerned which—

    • (i) states that the foregoing notice has been received, and

    • (ii) specifies the particulars as respects which the foregoing discrepancy exists, and requests the general partner to deliver to the Registrar, within a period specified in the notice and in such manner as the Registrar determines—

      • (I) a submission as to why the general partner considers the opinion of the relevant person concerned not to be well founded, or

      • (II) if the general partner considers the opinion of the relevant person concerned to be well founded, such amended particulars (for entry in the central register) as are required where the general partner is satisfied that the delivery of such is the appropriate means by which the discrepancy can be resolved,

      and such a request shall be complied with by the general partner accordingly.

• (3) None of the following—

  • (a) an opinion stated in a notice delivered under subsection (1) by a relevant person to the Registrar (nor the specification in such a notice of the particulars as respects which the discrepancy concerned exists),

  • (b) any act done by the Registrar, as mentioned in subsection (2), on foot of the receipt by the Registrar of a notice delivered under subsection (1) and, in particular, any entry made in the central register by the Registrar on foot of such receipt,

  • (c) a submission delivered under subsection (2)(b)(ii)(I) to the Registrar by a general partner,

  shall, of itself, be regarded as constituting defamatory matter.

• (4) Subsections (2) to (7) of section 52 shall, with any necessary modifications, apply to amended particulars that are to be, or have been delivered, under subsection (2)(b)(ii)(II) as they apply to information that is to be, or has been, delivered under section 51(1) or (2).

Fees may be charged for access to central register

58. (1) The Registrar may require any of the persons referred to in section 56(1), (3) or (4) to pay to the Registrar a fee of such an amount as the Registrar may determine in respect of the access afforded to the central register under section 56(1), (3) or (4).

• (2) The amount of a fee required to be paid under subsection (1) shall not exceed the administrative cost incurred in affording access to the information concerned.

Offence for failure to comply with section 51, 52, 53 or 54 and supplemental provisions

59. (1) A general partner that fails to comply with section 51, 52 or 54 shall be guilty of an offence.

• (2) A general partner that fails, without reasonable excuse, to comply with a request, as referred to in subparagraph (ii) of subsection (4)(b) of section 51, or subparagraph (ii) of subsection (2)(b) of section 57, contained in a notice served on it under that subsection (4)(b) or (2)(b), as the case may be, shall be guilty of an offence.

• (3) A presenter that fails to comply with section 53 shall be guilty of an offence.

• (4) A person who, in purported compliance with section 51, 52, 53 or 54, makes a statement that is false in a material particular, knowing it to be so false or being reckless as to whether it is so false, shall be guilty of an offence.

• (5) A designated person who fails to comply with section 51(3) shall be guilty of an offence.”.

40. Amendment of Act of 1994 - insertion of new Part VIII relating to migration-in and migration-out of investment limited partnerships

40. The Act of 1994 is amended by the insertion of the following Part after section 59 (inserted by section 39):

“PART VIII

Migration-in and migration-out of investment limited partnerships

Chapter 1

Migration-in to become an investment limited partnership

Definitions and supplemental (Chapter 1)

60. (1) In this Chapter—

‘general partner’, in relation to a migrating partnership, means the entity which acts as a general partner of the migrating partnership or performs an equivalent role to that of general partner in respect of it;

‘investment limited partnership’ means an investment limited partnership authorised under this Act;

‘migrating partnership’ means a partnership which is formed and where relevant registered under the laws of a relevant jurisdiction and which is an alternative investment fund within the meaning of Regulation 5(1) of the European Union (Alternative Investment Fund Managers) Regulations 2013;

‘registration documents’ has the meaning given by section 61;

‘relevant jurisdiction’, in relation to a migrating partnership, means the place, outside the State, prescribed under subsection (2) where the migrating partnership is formed and where relevant registered at the time of its application under section 62.

• (2) The Minister may make regulations prescribing places, outside the State, for the purposes of the definition of ‘relevant jurisdiction’ in subsection (1) where he or she is satisfied that the law of the place concerned makes provision for migrating partnerships to continue under the laws of the State or for investment limited partnerships to continue under the laws of that place in a substantially similar manner to continuations under section 62.

Registration documents

61. (1) In this Chapter ‘registration documents’, in relation to a migrating partnership, means the following documents:

- (a) a copy, certified and authenticated in such manner as may be specified by the Bank, of the certificate of formation or registration or equivalent certificate or document issued with respect to the migrating partnership under the laws of the relevant jurisdiction;

- (b) a copy, certified and authenticated in such manner as may be specified by the Bank, of the partnership agreement of the migrating partnership;

- (c) a list setting out particulars in relation to each of the one or more general partners of the migrating partnership;

- (d) a statutory declaration of a general partner of the migrating partnership made in such manner and form as may be specified by the Bank, not more than 28 days before the date on which an application is made to the Bank under section 62, to the effect that—

    - (i) the migrating partnership is, as of the date of the declaration, formed and where relevant registered under the laws of the relevant jurisdiction and that no petition or other similar proceeding to wind up or liquidate the migrating partnership has been notified to any general partner of it and remains outstanding in any place, and no order has been notified to any general partner of it or resolution adopted by it to wind up or liquidate the migrating partnership in any place,

    - (ii) the appointment of a liquidator or other similar person to the migrating partnership has not been notified to any general partner of it and, at the date of the declaration, no such person is acting in that capacity in any place with respect to the migrating partnership or its property or any part of its property,

    - (iii) the migrating partnership is not, at the date of the declaration, operating or carrying on business under any scheme, order, compromise or other similar arrangement entered into or made by any general partner of it in respect of the migrating partnership with creditors in any place,

    - (iv) at the date of the declaration a general partner of the migrating partnership has served notice of the proposed authorisation on the creditors of the migrating partnership,

    - (v) any consent or approval to the proposed authorisation in the State required by any contract entered into or undertaking given by a general partner in respect of the migrating partnership has been obtained or waived, and

    - (vi) the authorisation is permitted by and has been approved in accordance with the partnership agreement of the migrating partnership;

- (e) a declaration of solvency prepared in accordance with Chapter 3;

- (f) if a general partner of the migrating partnership is a body corporate, a schedule of the charges or security interests granted or created on behalf of the migrating partnership by the general partner that would, if such charges or security interests had been created or granted by a company incorporated under the Companies Act 2014, have been registrable under Chapter 2 of Part 7 of that Act and the particulars of such charges and interests as are specified in relation to charges by section 414 of that Act;

- (g) notification of the proposed name of the migrating partnership if different from its existing name;

- (h) a copy of the partnership agreement which the partners of the migrating partnership have resolved to adopt, which shall be in the Irish language or the English language, which shall take effect on authorisation under section 62 and which the general partner or, as the case may be, each general partner of the migrating partnership undertakes not to amend before authorisation without the prior approval of the Bank.

• (2) If the original of any of the documents referred to in subsection (1) is not written in the Irish language or the English language, then ‘registration documents’ in so far as that expression relates to such a document, means a translation of the document into the Irish language or the English language certified as being a correct translation of it by a person who is competent to so certify.

Continuation of migrating partnership

62. (1) A general partner of a migrating partnership may apply to the Bank for the migrating partnership to be authorised under this Act as an investment limited partnership in the State by way of continuation; subject to the subsequent subsections of this section—

- (a) such an application shall be regarded as an application under this Act for authorisation of the migrating partnership as an investment limited partnership, and

- (b) the provisions of this Act in relation to—

    - (i) an application for such authorisation,

    - (ii) the conditions for such authorisation,

    - (iii) the grant of such authorisation,

    - (iv) all of the other requirements of this Act in respect of the authorisation of an investment limited partnership and of matters precedent and incidental to such authorisation and all of the provisions of this Act concerning an investment limited partnership that have effect on and from the grant of an authorisation in relation to it,

      shall apply in respect of, as appropriate—

        - (I) the application referred to in this subsection or, as appropriate, the granting of the authorisation, on foot thereof, and

        - (II) every other matter concerning the investment limited partnership, as provided by or under this Act, on and from the grant of the authorisation.

• (2) For the purposes of an application referred to in subsection (1) —

  • (a) the general partner concerned shall notify, in writing, the Bank of its intention to make such an application,

  • (b) the Bank, on receipt of that notification, shall request the general partner to make an application for an authorisation under section 8 in respect of the migrating partnership,

  and

  - (i) the consideration by the Bank of the documentation specified in subsection (3) shall be postponed until such time as the Bank has notified the general partner, as provided under paragraph (ii), of the decision referred to in that paragraph (but this paragraph does not apply if the decision of the Bank, with regard to the relevant application, is otherwise than as stated in paragraph (ii) and, in the latter case, the foregoing documentation shall not be considered by it), and
  
  - (ii) the Bank, following the relevant application made to it under section 8, shall (where such is the decision that it has made) notify the general partner that it proposes to grant the relevant authorisation under that section.
  

• (3) The notification under subsection (2) in respect of the application concerned shall be accompanied by—

  • (a) a statement, in such form as may be specified by the Bank, and signed by a general partner of the migrating partnership,

  • (b) the registration documents, and

  • (c) a statutory declaration, in such form as may be specified by the Bank, made by a solicitor engaged for this purpose by the migrating partnership, or by the general partner, and stating that the list and schedule specified in paragraphs (c) and (f), respectively, of the definition of ‘registration documents’ in section 61(1) are accurate in all material respects,

  and the Bank may accept the declaration referred to in paragraph (c) as sufficient evidence as to the accuracy, as referred to in that paragraph, of the list and schedule concerned.

• (4) Subsection (5) applies unless, on foot of its consideration of the documentation specified in subsection (3), the Bank has grounds to doubt, as appropriate—

  • (a) the authenticity of, or

  • (b) the accuracy in any material respect of any fact stated in,

  that documentation.

• (5) Where this subsection applies, the Bank shall issue under section 8(6) a certificate of authorisation in respect of the migrating partnership following the notification to the general partner of its decision as referred to in subsection (2)(ii); that certificate shall include an indication that the authorisation granted under this Act in respect of the migrating partnership is an authorisation as an investment limited partnership in the State by way of continuation.

• (6) A general partner of the migrating partnership shall, as soon as may be after the certificate referred to in subsection (5) has been issued in respect of the migrating partnership, apply for the migrating partnership to be de-registered (if applicable or required) in the relevant jurisdiction.

• (7) From the date of the issue of the certificate referred to in subsection (5) in respect of it, the migrating partnership shall be deemed to be an investment limited partnership authorised under this Act and shall continue for all purposes under this Act, and the provisions of this Act shall apply to the migrating partnership, 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 partnership as previously formed and where relevant registered under the laws of the relevant jurisdiction for the period that the migrating partnership was formed and where relevant registered under the laws of the relevant jurisdiction,

  • (c) to affect any contract made, resolution passed or any other act or thing done in relation to the migrating partnership during the period that the migrating partnership was so formed and where relevant registered,

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

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

• (8) Without prejudice to the generality of subsection (7) —

  • (a) the failure of a general partner of a migrating partnership to send to the Bank the particulars of a charge or security interest created before the date of issue of the certificate referred to in subsection (5) 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 partnership or any general partner of it in respect of that migrating partnership before the date of issue of that certificate may, notwithstanding the issue of that certificate, be continued or commenced by or against the migrating partnership or a general partner of it in respect of that migrating partnership after the date of issue of that certificate.

  Supplementary provision in relation to section 62

  63. (1) A general partner of the migrating partnership shall notify the Bank, within 3 days after the date of de-registration in the relevant jurisdiction, of that de-registration in such manner and, where relevant, form as may be specified by the Bank.

• (2) If there is any material change in any of the information contained in the statutory declaration specified in paragraph (d) of the definition of ‘registration documents’ in section 61(1) after the date of the declaration and before the date of the issue of the certificate referred to in section 62(5), the general partner who made that statutory declaration, and any other general partner who becomes aware of that material change, shall forthwith deliver a new statutory declaration to the Bank relating to the change.

• (3) If a general partner of the migrating partnership fails to comply with any provision of section 62 or this section, the Bank may give notice to the general partner that, unless it rectifies the failure within 30 days after the date of the giving of notice and confirms that it has rectified the failure, the Bank may, with view to exercising its powers under section 29(1)(c) to revoke the authorisation of the migrating partnership, publish a notice, as referred to in subsection (4), that states its intention to so revoke the migrating partnership’s authorisation and indicates, in brief terms, the grounds on which it will rely for such revocation.

• (4) If the failure mentioned in subsection (3) is not rectified within 30 days after the date of the giving of the notice referred to in that subsection, the Bank may publish a notice stating that, at the expiration of 1 month after the date of that notice, the Bank, unless the matter is resolved, may exercise its powers under section 29(1)(c) to revoke the authorisation of the migrating partnership and indicating, in brief terms, the grounds on which it will rely for such revocation.

• (5) At the expiration of the time mentioned in the notice the Bank may, unless cause to the contrary is previously shown by the migrating partnership, revoke the authorisation of the migrating partnership under section 29(1)(c).

• (6) The provision made by this section imposing requirements—

  • (a) in relation to a proposed revocation under section 29(3) of an authorisation, as concerns the giving of a particular notice to a general partner of a migrating partnership, or

  • (b) in relation to such a proposal, as concerns publishing a particular notice as respects the proposal,

  shall not be construed as imposing like requirements in cases generally of the proposed exercise of the power of revocation under section 29(3) (which cases shall, instead, be governed by the general law regarding procedural fairness).

  Chapter 2

  Revocation of authorisation following migration-out

  Definitions and supplemental (Chapter 2)

  64. (1) In this Chapter—

  ‘exiting partnership’ means an investment limited partnership that is the subject of the application under section 65 to have its authorisation revoked;

  ‘relevant jurisdiction’, in relation to an exiting partnership, means the place, outside the State, prescribed under subsection (2) in which the partnership proposes to be registered;

  ‘transfer documents’, in relation to an exiting partnership, means the following documents:

  • (a) a statutory declaration, in such form as may be specified by the Bank, of a general partner of the partnership made not more than 28 days before the date on which the application is made to the Bank to the effect that—

    • (i) the partnership will, upon registration, continue as a partnership under the laws of the relevant jurisdiction,

    • (ii) no petition or other similar proceeding to wind up or liquidate the partnership has been notified to any general partner of it and remains outstanding in any place, and no order has been notified to any general partner of it or resolution adopted to wind up or liquidate the applicant in any place,

    • (iii) the appointment of a liquidator or other similar person to the partnership has not been notified to any general partner of it and, at the date of the declaration, no such person is acting in that capacity in any place with respect to the partnership or its property or any part of its property,

    • (iv) the partnership is not, at the date of the declaration, operating or carrying on business under any scheme, order, compromise or other similar arrangement entered into or made by any general partner of it in respect of the partnership with creditors in any place,

    • (v) the application for revocation of the authorisation of the partnership is not intended to defraud persons who are, at the date of the declaration, creditors of the partnership,

    • (vi) any consent or approval to the proposed revocation required by any contract entered into or undertaking given by any general partner of it in respect of the partnership has been obtained or waived, and

    • (vii) the revocation is permitted by the partnership agreement of the partnership;

  • (b) a declaration of solvency by a general partner in respect of the exiting partnership prepared in accordance with the provisions of Chapter 3;

  • (c) a copy of a resolution of the partners of the exiting partnership passed in accordance with the terms of the partnership agreement that approves the proposed revocation of the partnership’s authorisation and the migration of the partnership to the relevant jurisdiction.

• (2) The Minister may make regulations prescribing places, outside the State, for the purposes of the definition of ‘relevant jurisdiction’ in subsection (1), where he or she is satisfied that the law of the place concerned makes provision for partnerships that are substantially similar to exiting partnerships to continue under the laws of the State in a substantially similar manner to continuations under section 62 or for investment limited partnerships to continue under the laws of that place.

Revocation of authorisation of investment limited partnerships when continued under law of place outside the State

65. (1) A general partner which proposes its investment limited partnership to be registered in a relevant jurisdiction by way of continuation as a partnership may apply to the Bank for the authorisation of that investment limited partnership to be revoked under section 29(2).

• (2) Where an application is made under subsection (1), the Bank shall not revoke the authorisation of the investment limited partnership, the subject of the application, unless it is satisfied that all of the requirements of this Act in respect of that revocation and of matters precedent and incidental to that revocation have been complied with and, in particular, but without prejudice to the generality of the foregoing, it is satisfied that—

  • (a) the general partner of the partnership has delivered to the Bank an application for the purpose, in such form as may be specified by the Bank and signed by the general partner, together with the transfer documents,

  • (b) the general partner has paid in respect of the partnership any levies or fees prescribed under section 32D or 32E of the Central Bank Act 1942 which are due,

  • (c) the partnership complies with any conditions that the Bank may impose on the partnership, and

  • (d) the general partner of the partnership has delivered to the Bank notice of any proposed change in the name and of proposed registered office or agent for service of process of the partnership in the relevant jurisdiction.

• (3) An application under this section 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 general partner of the partnership 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) Any partner of an investment limited partnership who complains that—

  • (a) the procuring, by a general partner, any other partner or any person connected with the management of the partnership, of the passing of the resolution referred to in paragraph (c) of the definition of ‘transfer documents’ in section 64(1), or

  • (b) the taking of any steps on foot thereof for the migration of the partnership to the relevant jurisdiction,

  constitutes conduct that—

  - (i) is oppressive to him or her or any of the persons who are partners of the investment limited partnership (including himself or herself), or
  
  - (ii) is in disregard of his or her or their interests as partners,
  
    may apply to the court for an order under subsection (5).
  

• (5) If, on an application under subsection (4), the court is of opinion that either of the matters referred to in paragraphs (a) and (b) of that subsection has resulted in conduct that falls within paragraph (i) or (ii) of that subsection the court may, with a view to bringing to an end the matters complained of, make such order or orders as it thinks fit.

• (6) The orders which the court may so make include an order—

  • (a) directing or prohibiting any act or cancelling or varying any transaction (including cancellation of the revocation by the Bank of the partnership’s authorisation),

  • (b) for the purchase of the partnership interest of the partner who has made the application under subsection (4) by other partners of the partnership, and

  • (c) for the payment by the partnership of compensation to the partner who has made the application under subsection (4).

  Chapter 3

  Declaration of solvency

  Definitions (Chapter 3)

  66. In this Chapter ‘migrating partnership’ and ‘exiting partnership’ have the meaning given, respectively, to them by Chapters 1 and 2.

  Statutory declaration as to solvency

  67. (1) Where an application is made under Chapter 1 or 2, the general partner of the migrating partnership or the exiting partnership, as the case may be, who makes the application shall make a statutory declaration, in such form as may be specified by the Bank, stating that he or she has made a full inquiry into that partnership’s affairs and has formed the opinion that the migrating partnership or exiting partnership, as appropriate, is able to pay its debts as they fall due.

• (2) A declaration under subsection (1) shall have no effect for the purposes of this Chapter unless—

  • (a) it is made not more than 28 days before the date on which the application is made to the Bank,

  • (b) it contains a statement of the migrating partnership’s or exiting partnership’s assets and liabilities as at the latest practicable date before the date of the making of the declaration and in any event at a date not more than 3 months before the date of that making, and

  • (c) a report made by an independent person under subsection (3) is attached to the declaration, along with a statement by the independent person that he or she has given and has not withdrawn consent to the making of the declaration with the report attached to it.

• (3) The report mentioned in subsection (2)(c) shall state whether, in the independent person’s opinion, based on the information and explanations given to him or her, the opinion of the general partner mentioned in subsection (1) and the statement of the migrating partnership’s or exiting partnership’s assets and liabilities referred to in subsection (2)(b), are reasonable.

• (4) For the purposes of subsection (3), the independent person shall be a person who, at the time the report is made, is—

  • (a) in the case of an application under Chapter 1, qualified to be the auditor of the migrating partnership under the laws of the relevant jurisdiction, and

  • (b) in the case of an application under Chapter 2, qualified to be the auditor of the exiting partnership.

• (5) A general partner who makes a declaration under this section without having reasonable grounds for the opinion that the migrating partnership or exiting partnership, as appropriate, is able to pay its debts as they fall due shall be guilty of an offence.

• (6) Where the migrating partnership or exiting partnership is wound up within 1 year after the date on which the application is made to the Bank under Chapter 1 or 2 and its debts are not paid or provided for in full within that year, it shall be presumed, unless the contrary is shown, that the general partner referred to in subsection (1) did not have reasonable grounds for his or her opinion.”.

41. Umbrella investment limited partnerships

41. The Act of 1994 is amended by the insertion of the following Schedule after section 67:

“SCHEDULE

Umbrella Investment Limited Partnerships

Definitions

1. In this Schedule—

‘sub-fund’ means a separate portfolio of assets maintained by a general partner of an investment limited partnership for and on behalf of one or more limited partners in accordance with the partnership agreement;

‘umbrella fund’ means an investment limited partnership which is divided into a number of sub-funds.

General

1. Where an investment limited partnership is established as an umbrella fund, the assets shall belong exclusively to the partners holding interests in a relevant sub-fund and shall not be used to discharge directly or indirectly the liabilities of, or claims against, any other sub-fund and shall not be available for any such purpose. The general partner may in its absolute discretion operate, establish or designate classes of interest with differing rights and obligations for accounting purposes or otherwise within the investment limited partnership.

Segregated liability of investment limited partnership sub-funds

1. (1) Notwithstanding any statutory provision or rule of law to the contrary—

2. (a) any liability incurred on behalf of or attributable to any sub-fund of an umbrella fund shall be discharged solely out of the assets of that sub-fund, and

3. (b) no umbrella fund nor any general partner, limited partner, receiver, liquidator, provisional liquidator or other person shall apply, nor be obliged to apply, the assets of any such sub-fund in satisfaction of any liability incurred on behalf of or attributable to any other sub-fund of the same umbrella fund.

4. (2) The general partner of an umbrella fund to which this Schedule applies shall—

   • (a) ensure that the words ‘An umbrella fund with segregated liability between sub-funds’ are included in all its letterheads and in any agreement entered into on its behalf in writing with a third party, and

   • (b) disclose to a third party that it is a segregated liability umbrella fund before the general partner enters into an oral contract with the third party.

5. (3) If the general partner of an umbrella fund fails to comply with subparagraph (2)(a) or (b), the general partner and any officer of it who is in default shall be guilty of an offence.

6. (4) There shall be implied in every contract, agreement, arrangement or transaction entered into on behalf of an umbrella fund to which this Schedule applies the following terms, that:

   • (a) the party or parties contracting with respect to the umbrella fund shall not seek, whether in any proceedings or by any other means whatsoever or wheresoever, to have recourse to any assets of any sub-fund of the umbrella fund in the discharge of all or any part of a liability which was not incurred on behalf of that sub-fund;

   • (b) if any party contracting with respect to the umbrella fund shall succeed by any means whatsoever or wheresoever in having recourse to any assets of any sub-fund of the umbrella fund in the discharge of all or any part of a liability which was not incurred on behalf of that sub-fund, that party shall be liable to the umbrella fund to pay a sum equal to the value of the benefit thereby obtained by it; and

   • (c) if any party contracting with respect to the umbrella fund shall succeed in seizing or attaching by any means, or otherwise levying execution against, any assets of a sub-fund of an umbrella fund in respect of a liability which was not incurred on behalf of that sub-fund, that party shall hold those assets or the direct or indirect proceeds of the sale of such assets on trust for the umbrella fund and shall keep those assets or proceeds separate and identifiable as such trust property.

7. (5) All sums recovered by an umbrella fund as a result of any such trust as is described in subparagraph (4)(c) shall be credited against any concurrent liability pursuant to the implied term set out in subparagraph (4)(b).

8. (6) Any asset or sum recovered by an umbrella fund pursuant to the implied term set out in clause (b) or (c) of subparagraph (4) or by any other means whatsoever or wheresoever in the events referred to in those clauses shall, after the deduction or payment of any costs of recovery, be applied so as to compensate the sub-fund affected.

9. (7) In the event that assets attributable to a sub-fund to which this Schedule applies are taken in execution of a liability not attributable to that sub-fund, and in so far as such assets or compensation in respect thereof cannot otherwise be restored to that sub-fund affected, the general partner of the umbrella fund, with the consent of the depositary, shall certify or cause to be certified, the value of the assets lost to the sub-fund affected and transfer or pay from the assets of the sub-fund or sub-funds to which the liability was attributable, in priority to all other claims against such sub-fund or sub-funds, assets or sums sufficient to restore to the sub-fund affected, the value of the assets or sums lost to it.

Further matters respecting an umbrella fund

1. (1) Without prejudice to the other provisions of this Schedule, a sub-fund of an umbrella fund is not a legal person separate from that umbrella fund, but the general partner of an umbrella fund may sue and be sued in respect of a particular sub-fund and may exercise the same rights of set-off, if any, as between its sub-funds as apply at law in respect of companies and the property of a sub-fund is subject to orders of the court as it would have been if the sub-fund were a separate legal person.

2. (2) Nothing in this paragraph or any other provision of this Schedule shall prevent the application of any enactment or rule of law which would require the application of the assets of any sub-fund in discharge of some or all of the liabilities of any other sub-fund on the grounds of fraud or misrepresentation.”.

PART 3 Amendment of Act of 2015

42. Amendment of section 2 of Act of 2015 - insertion of definition of “category 4 offence”

42. Section 2 of the Act of 2015 is amended by the insertion of the following definition after the definition of “category 3 offence”:

“ ‘category 4 offence’ means an offence the penalties for which are specified in section 186(4);”.

43. Amendment of Act of 2015 - new section 2A relating to ordinary and special resolutions

43. The Act of 2015 is amended by the insertion of the following section after section 2:

“Supplemental interpretation provisions regarding ordinary and special resolutions

2A. (1) With respect to any question that may arise, during, or for the purposes of, any proceedings of a sub-fund or a class of members, as to whether any applicable requirement, whether arising under the instrument of incorporation of the ICAV concerned or otherwise, for—

• (a) a resolution to be passed as an ‘ordinary resolution’ by that sub-fund or class, or

• (b) a resolution to be passed as a ‘special resolution’ by that sub-fund or class,

has been satisfied, subsection (2) or, as appropriate, subsection (3) shall have effect.

• (2) For the purposes of subsection (1)(a), a resolution passed by a simple majority of the votes cast by the members of the sub-fund or, as appropriate, of the class as, being entitled to do so, vote in person or by proxy at the general meeting concerned of the sub-fund or the meeting concerned of the class of members shall be regarded as an ordinary resolution.

• (3) For the purposes of subsection (1)(b), a resolution passed by not less than 75 per cent of the votes cast by the members of the sub-fund or, as appropriate, of the class as, being entitled to do so, vote in person or by proxy at the general meeting concerned of the sub-fund or the meeting concerned of the class of members shall be regarded as a special resolution.”.

44. Amendment of sections 5 and 6 of Act of 2015

44. (1) Section 5 of the Act of 2015 is amended by the substitution of the following subsections for subsection (2):

• “(2) The sole object of an ICAV shall be the collective investment of its funds in property and giving members the benefit of the results of the management of its funds, but this is subject to subsection (2A).

• (2A) Where an ICAV is authorised under the UCITS Regulations, the sole object of the ICAV shall be as set out in Regulation 4(3)(a) of those Regulations.

• (2B) Section 6(6) makes provision, consequent on the enactment of subsection (2A), in relation to an ICAV formed before the commencement of section 44 of the Investment Limited Partnerships (Amendment) Act 2020 and which is authorised under the UCITS Regulations.”.

• (2) Section 6 of the Act of 2015 is amended—

• (a) in subsection (3), by the substitution of the following paragraph for paragraph (a):

• “(a) the sole object of the ICAV—

  • (i) shall, subject to subparagraph (ii), be the collective investment of its funds in property and giving members the benefit of the results of the management of its funds, or

  • (ii) shall, in the case of an ICAV authorised under the UCITS Regulations, be as set out in Regulation 4(3)(a) of those Regulations,”,

and

• (b) by the insertion of the following subsection after subsection (5):

• “(6) As respects an ICAV formed before the commencement of section 44 of the Investment Limited Partnerships (Amendment) Act 2020 and authorised under the UCITS Regulations—

  • (a) for a period of 12 months following the commencement of section 44 of the Investment Limited Partnerships (Amendment) Act 2020, the provisions of section 5 and this section, as they stood enacted before the commencement of that section, shall apply to the ICAV, and

  • (b) only on and from the expiry of that period of 12 months shall the provisions of section 5 and this section, as they stand amended by that section 44 of the Investment Limited Partnerships (Amendment) Act 2020, apply to the ICAV.”.

45. Amendment of Act of 2015 - new section 8A relating to capacity of ICAVs

45. The Act of 2015 is amended by the insertion of the following section after section 8:

“Capacity not limited by an ICAV’s instrument of incorporation

8A. (1) The validity of an act done by an ICAV shall not be called into question on the ground of lack of capacity by reason of anything contained in the ICAV’s instrument of incorporation.

• (2) Nothing in subsection (1) affects the duty of the directors of an ICAV to observe any limitation on their powers.”.

46. Amendment of Act of 2015 - new section 8B relating to effect of instrument of incorporation

46. The Act of 2015 is amended by the insertion of the following section after section 8A (inserted by section 45):

“Effect of instrument of incorporation

8B. (1) Subject to the provisions of this Act, the instrument of incorporation shall, when registered, bind the ICAV and the members of it to the same extent as if it had been signed and sealed by each member, and contained covenants by the ICAV and each member to observe all the provisions of the instrument of incorporation and each provision of this Act, relating to Irish collective asset-management vehicles, that is applicable to the ICAV.

• (2) All money payable by any member to the ICAV under the instrument of incorporation shall be a debt due from him or her to the ICAV.

• (3) An action to recover a debt created by this section shall not be brought after the expiration of 12 years after the date on which the cause of action accrued.”.

47. Amendment of section 14(2) of Act of 2015

47. Section 14(2) of the Act of 2015 is amended by the insertion, after “instrument of incorporation”, of “change in the name of an ICAV,”.

48. Amendment of section 30 of Act of 2015

48. Section 30 of the Act of 2015 is amended by the insertion of the following subsection after subsection (2):

• “(3) If an ICAV changes its name in accordance with this section, then, in addition to fulfilling the requirement under section 14(2) to update the register of ICAVs so as to reflect that change, the Bank shall—

  • (a) alter the copy of the registration order, relating to the ICAV, entered in that register so that it contains the new name, and

  • (b) give written notice of that alteration to the ICAV.”.

49. Amendment of section 32 of Act of 2015

49. Section 32 of the Act of 2015 is amended—

• (a) in subsection (5), by the insertion, after “common seal of the ICAV”, of “(that is to say, executed under the ICAV’s common seal in compliance with section 33(4))”, and

• (b) by the deletion of subsection (7).

50. Amendment of section 33 of Act of 2015

50. Section 33 of the Act of 2015 is amended by the insertion of the following subsection after subsection (3):