ICAV – 3 months later
The results are out!
Since the Irish Collective Asset-management Vehicles (ICAV) Act 2015 (the Act) became effective on 12 March 2015, the ICAV has proven to be a popular option for fund managers. We consider how many ICAVs are now in existence and compare the ICAV's features with other Irish fund vehicles.
The ICAV compared to other Irish fund vehicles
There are two ways to establish an ICAV – either to launch a fund as an ICAV, or to convert an existing corporate fund into an ICAV. Our earlier ICAV publication details the steps involved in each of these procedures.
The Central Bank of Ireland’s (CBI) register of funds covers the period from 12 March to 30 June 2015. During that time frame, ten ICAV AIFs and three ICAV UCITS (not including sub-funds) have appeared on the registers.
The CBI fund registers do not differentiate between conversions and launches, they simply list the number of fund entities.
ICAV - the key features
As a vehicle designed specifically for the funds industry, the ICAV combines the advantages of each of the existing fund vehicles into one, offering many benefits to investors and promoters. The main benefits of the ICAV are its flexibility (as can be seen from the table), its “check the box” feature for US tax purposes and its simplified compliance. A key benefit of the ICAV is that it is optional. Therefore existing structures are not obliged to change and will only do so if the cost-benefit is favourable.
The ICAV qualifies for the “check the box” election under US tax rules to be treated as a transparent or flow-through entity for US federal income tax purposes. This means that any US investor is placed in the same tax position as if they had invested directly in the underlying investments of the ICAV. This status makes the ICAV particularly attractive for US investors seeking tax efficient returns from a regulated corporate fund vehicle.
The ICAV delivers simplified compliance, including:
- A stream-lined incorporation and authorisation process, as both steps are carried out simultaneously by the Central Bank of Ireland (“CBI”) rather than registration first with the Companies Registration Office (“CRO”) followed by CBI authorisation. Ongoing compliance is with the CBI only.
- The Board of Directors may elect to dispense with the need for an AGM by notifying shareholders.
- Amendments to the ICAV’s constitutional documents are possible without shareholder approval where the depositary certifies that the changes do not prejudice the interests of investors.
In the three months since the ICAV’s launch, there have been several launches and conversion resulting in thirteen ICAVs listed on the CBI registers. Numerous existing corporate fund vehicles have also amended their constitutional documents to give them the option of converting to an ICAV. The swift uptake of the ICAV within just three months after the ACT is a testament to both its success and the foresight of the individuals and bodies involved in launching Ireland's new fund vehicle. It is anticipated that over time as more investors become familiar with the ICAV that it will overtake the PLC as Ireland’s most popular fund vehicle.
How can we help?
Our ICAV experts are ideally placed to:
- Perform a cost-benefit analysis for your existing fund structure.
- Advise on all tax considerations of conversion/migration.
- Assist you with converting/migrating existing structures or establishing newer structures.
If you would like assistance or further information on any of the matters outlined above, please feel free to contact any of the individuals listed below.