Ireland: ICAV - New Irish Corporate Fund Structure

Last Updated: 16 January 2014
Article by Trevor Dolan

Most Read Contributor in Ireland, July 2017

On 17 December 2013, the Irish Minister for Finance published the General Scheme of the Irish Collective Asset-management Vehicle (ICAV) Bill which will allow for a new corporate structure to be used within the Irish fund industry, sitting alongside the existing public limited company ("PLC") structure. This new structure, which will provide a greater choice for fund sponsors, will be known as the Irish Collective Asset-management Vehicle or "ICAV".

Although subject to change during the legislative process, the General Scheme provides a good indication of what the ICAV legislation will look like. As the Minister has stated that he will prioritise the drafting of the legislation, our hope is that the ICAV legislation will be enacted later this year.

Publication of the ICAV Bill is part of the Irish Government's commitment – see its IFSC Strategy Statement 2011 – 2016 – to the development of proposals designed to enhance the attractiveness of Ireland as a domicile for investment funds.

Introduction to ICAVs

The ICAV will be a new corporate vehicle for Irish corporate investment funds which will not replace the current PLC regime but will, instead, sit alongside the PLC regime. Establishing an ICAV will be a more simple process than for a PLC as the ICAV will be incorporated once it is authorised by the Central Bank of Ireland ("Central Bank"), rather than the current position for PLCs which requires them to be first incorporated at the Companies Registration Office and subsequently authorised by the Central Bank. ICAVs will be able to be established as UCITS or as AIFs. AIF type ICAVs will be able to be open ended, open ended with limited liquidity or closed ended.

Key Driver for ICAVs

The key driver behind the creation of ICAVs is to create a separate and distinct corporate fund regime that will simplify the establishment and maintenance of corporate funds in Ireland and overcome two particular difficulties faced by investment funds established as PLCs (which exist by way of legislative provisions that are bolted onto existing company law, much of which is more applicable to trading companies rather than corporate investment funds), namely:

  • ICAV will be able to elect its classification under the US "check-the-box" taxation rules. If the ICAV elects to "check-the-box" to be treated as a partnership for US tax purposes, it will avoid certain adverse tax consequences for US taxable investors which arise if the structure is deemed to be a passive foreign investment company (PFIC) for US federal income tax purposes.
  • because the ICAV structure is tailored to the requirements of electing investment schemes, it will remove the need for compliance with certain requirements under general Irish and European company law that apply to investment funds established as PLCs. This should result in ICAVs being able to avoid administrative burden and costs associated with compliance with rules and regulations more appropriate to trading companies.

ICAVs Better by Design

Some of the features distinguishing of ICAVs from PLCs are summarised below:

Simplified Legislative Structure

When the new consolidated Irish Companies Act is issued later this year, the PLC will be governed by an extremely broad piece of legislation covering many areas which are not appropriate to investment funds. The ICAV legislation, which will be specific to ICAV corporate investment funds, will be much more readily accessible to fund practitioners and Fund sponsors alike.

Instrument of Incorporation

The ICAV will not have a Memorandum and Articles of Association. Its constitutive document will be called an 'Instrument of Incorporation' ("IOI"). Amending the IOI will not necessarily require the consent of investors, leaving it open to the Central Bank to permit amendment of the IOI where the Depositary certifies that the changes do not prejudice the interests of investors. This flexibility is currently available for changes in the constitutive document Trusts but not PLCs.

Investment Diversification Requirements

PLCs are subject to a statutory requirement to spread investment risk which will not apply to ICAVs.


It is likely that the ICAV will be able to dispense with the need to have an Annual General Meeting by notifying all of its shareholders.

Financial Statements

Financial statements for ICAVs should be less complex than those of PLCs as ICAVs will not be subject to reporting rules that apply to investment funds and trading companies established as PLCs. It is envisaged that the requirements imposed on ICAVs will be limited to those imposed through the Central Bank's AIF Rulebook and UCITS Notices/proposed UCITS Rulebook, in addition to whichever accounting standard the ICAV decides to implement.

Sub-Fund Financial Statements

To date unit trusts are the only investment vehicles which can also produce financial statements on a fund by fund basis. It is proposed that, unlike PLCs, ICAVs will be able to avail of this flexibility.


We will have to wait for the ICAV legislation to be enacted and for the Central Bank to issue its guidance in order to see the full range of differences between the regulatory and legislative provisions applicable to PLCs and ICAVs. At this stage, the ICAV looks like it will be a more straightforward vehicle to establish and maintain but the decision to establish as a PLC or an ICAV will depend on the circumstances applicable to each fund sponsor and their target investors and should be reviewed on a case by case basis.

Existing funds established as PLCs will have the option to convert to ICAV status. However, although the proposed ICAV legislation does not amend the existing PLC structure in any way, so established PLCs can co-exist with the new ICAV.


The new ICAV structure, together with its flexibility, will complement existing fund structures available in Ireland. These structures (namely the existing PLC structure, the Unit Trust, the Common Contractual Fund and the Investment Limited Partnership) will continue to be available to sponsors who wish to use them. The development of the ICAV can only help to enhance Ireland's reputation as an investment fund "domicile of choice".

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.