UK: A Quick Start Guide To ICAVs: Why, How And How Long Does It Take?

Last Updated: 11 January 2018
Article by Ben Watford

Co-authored by Trevor Dolan (Partner, LK Shields)

As part of our series of quick start guides for first time managers, we reviewed the pros and cons of some of the primary European and non-European jurisdictions for hedge fund structures (our previous article is available  here). In this article we review one of those key jurisdictions and its leading investment product: Ireland and the ICAV.

Ireland is recognised as a centre of excellence for investment funds. The reasons for this include a shared culture and language with the UK and the USA, the solid ecosystem of service providers and professionals, a common law legal system and access to the EU.

The ICAV structure has become the default option for those wishing to establish their funds in Ireland.

Why an ICAV?

The ICAV is the Irish Collective Asset Management Vehicle. It is a tailor made corporate structure for alternative investment funds (AIFs) which is not subject to the company laws that apply to normal trading companies in other sectors. For example, shareholder approval is not needed for amendments or changes to its constitutive document and annual general meetings are not required.

ICAVs have been designed to be attractive to US investors looking for tax-efficient returns in a regulated corporate fund. They allow taxable US investors to be in the same tax position as if they had invested directly in the underlying investments of the ICAV and to fall outside of the US Passive Foreign Investment Company (PFIC) regime.

Where the fund is structured as an umbrella fund, financial statements can be prepared on a sub-fund by sub-fund basis, rather than on a consolidated basis. This means the accounts for each sub-fund may be prepared using different accounting standards, for example, IFRS, US GAAP or Irish GAAP, etc. It also means that investors may be sent only those sub-fund accounts that are relevant to them, which makes the ICAV ideal for AIF platforms.


Your first port of call should be MJ Hudson or LK Shields. We will help you with your private placement memorandum (PPM) and all ancillary legal documents. We will also negotiate and liaise with the following service providers:

AIFM. All AIFs must have an alternative investment fund manager (AIFM). Most start-up managers use third party service providers. The role of the AIFM is to perform management functions as per AIFMD (broadly, portfolio and risk management; compliance and regulatory reporting). If the AIFM is not based in Ireland, it will have to be regulated as a full-scope AIFM under AIFMD to manage on a cross-border basis (further information about what it means to be a full-scope AIFM is found in our previous article  here).

Depositary. All AIFs must have a depositary based in Ireland. The role of depositary is the safekeeping of assets, cash monitoring and oversight.

Administrator. All AIFs must have an Administrator based in Ireland. The role of the Administrator is calculating the Net Asset Value using valuation sources agreed with the AIFM, managing share dealings and drafting financial statements.

Directors. Two Directors must be Irish residents.

How long does it take?

The Central Bank authorises ICAVs as AIFs the day after LK Shields submits them for authorisation, based on confirmation from LK Shields that the Central Bank's requirements have been met. Investor monies can be accepted on the following day.

About eight to ten weeks' work is needed to get to the stage where an ICAV is ready for submission to the Central Bank.

Outline implementation calendar

8 to 10 weeks before authorisation day (AD)

  • Engage MJ Hudson and LK Shields
  • Start work on the PPM
  • Engage service providers, directors, auditors and tax advisers (MJ Hudson/LK Shields can help introduce)

AD minus 8 weeks

  • Agree PPM and provide to service providers
  • Start to negotiate service provider agreements
  • Decide on board members

AD minus 4 weeks

  • Incorporate ICAV by registering it with Central Bank
  • Obtain director sign off on ICAV documents

AD minus 3 weeks

  • Submit director applications for approval by Central Bank

AD minus 1 week

  • Finalise documents
  • Hold launch board meeting
  • Arrange execution of documents
  • LK Shields completes Central Bank ICAV application forms

AD minus 1 day

  • LK Shields submits the documents for Central Bank authorisation


  • Central Bank authorises ICAV

AD plus 1 day

  • ICAV initial offer period opens with initial monies within a few days of submission

AD plus more than 1 day

  • ICAV accepts initial monies, initial offer period closes, share price floats at NAV thereafter

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
Related Topics
Related Articles
Related Video
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
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

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 or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq 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 of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions