Applications for Investment Manager, Investment Adviser and/or Non-EU AIFM
Clearance of Investment Managers
In accordance with the provisions of the UCITS Directive and AIFM Directive, where an investment fund proposes to delegate the investment management function, the mandate may only be given to entities which are authorised or registered for the purpose of asset management and subject to prudential supervision in the relevant jurisdiction. Where the proposed investment manager is not located in Ireland, and instead is based in a third-country, cooperation between the supervisory authorities in both jurisdictions must be ensured. Supervisory cooperation generally takes the form of a memorandum of understanding between the relevant jurisdictions.
In respect of the clearance of Investment Managers and Non-EU AIFMs, an email must be sent to [email protected] with the proposed name of the applicant and the Portal Administrator Details (Name of Portal Administrator and Portal Administrator Person Code (if you do not have an existing Portal account you are required to register at https://registration.centralbank.ie)). Once the applicant has been given a C code and the Portal Administrator has been linked to the applicant, and this has been confirmed by the Online Authorisation mailbox team, the relevant Request Change must be submitted.
Access to the relevant Request Changes must be granted to users by the Portal Administrator in order for users to be able to view them. (Please see link to Request Changes Help: Why can’t I see a particular Request Change menu option? ID: 203).
Please note, effective from 1 October 2024, all applications must be submitted through the Portal as further detailed on this page. Applications submitted through Orion on or after 30 September 2024 will not be accepted and will not be redirected.
Where the firm is regulated in a jurisdiction not yet considered comparable by the Central Bank of Ireland (the “Central Bank”), comparability should be demonstrated, by way of a formal submission,. The submission must demonstrate that the regulatory regime for asset management in the relevant jurisdiction is comparable to the model of prudential regulation applicable to firms included in categories 1 to 4 below under “EU Based Applicants”. ”. In order for a jurisdiction’s regulatory regime to be eligible for assessment for comparability, it must be a signatory to the ESMA AIFMD Memorandum of Understanding. An assessment for comparability will also consider legislative and regulatory provisions, the supervision process, capital requirements, conflicts of interest and organisational structure, in addition to other considerations.
The Central Bank has accepted the following jurisdictions as having a comparable regulatory regime: Abu Dhabi, Australia, Bahamas, Bermuda, Brazil, Canada, Dubai, Guernsey, Hong Kong, India, Japan, Jersey, Malaysia, Qatar, Singapore, South Africa, South Korea, Switzerland, the United States and the United Kingdom.
Applications for clearance to act as an Investment Manager may take two forms.
1. Non EU Based Applicants
To apply for appointment as an investment manager to an Irish investment fund, an application should be submitted via the Portal, using the “Non-EU Investment Manager Application” Request Change. The application should be accompanied by the Investment Manager Clearance Checklist and all documents referenced therein.
The Central Bank must be satisfied that the firm is appropriately regulated in its home state. Specifically, the firm must be authorised and subject to prudential regulation by its national competent authority (“NCA”). Information concerning the applicant’s expertise, integrity and adequacy of financial resources is also required to be submitted as part of the online application. This information includes, inter alia, background details and experience, organisational structure, to include details of shareholders, assets under management and latest audited financial statements.
Please note that the Central Bank may request additional information in some cases but this will be communicated to the relevant applicant.
Each application must include an attestation letter from the management company (where one has been designated to act in respect of a particular fund) and in the absence of any such designation, the board of the fund itself which the investment manager is proposing to act for. The attestation letter must confirm that due diligence has been performed on the proposed investment manager and include the following at a minimum:
- Confirmation of the regulatory status and background of the investment manager to ensure they are appropriately regulated and supervised and are not subject to legal proceedings;
- Confirmation that a review of the financial information has been completed to ensure the investment manager has the required level of share capital and has no contingent liabilities;
- Confirmation that a review of the resources, systems and procedures of the investment manager have been completed to ensure that they are sufficient to adequately carry out all the functions delegated to it; and
- A confirmation that they are in a position to effectively monitor the investment manager’s compliance with the relevant fund documentation and all regulatory and legislative requirements in this regard.
Where a management company (where one has been designated to act in respect of a particular fund) and in the absence of any such designation, the board of the fund itself cannot provide confirmations at (1) or (2) above, but is of the view that this does not that affect the suitability of or the performance of the investment management activities by the investment manager, such applications will be considered on a case by case basis as part of a more detailed review process. A full explanation for why the relevant confirmation(s) cannot be provided should be included.
2. EU Based Applicants
Investment managers which are one of the following entities will not usually be subject to an additional regulatory review process by the Central Bank:
- UCITS management companies authorised under Directive 2009/65/EC;
- Investment firms authorised under Directive 2004/39/EC (MiFID) to provide portfolio management;
- Credit institutions authorised under Directive 2006/48/EC having the approval to provide portfolio management under MiFID; or
- Externally-appointed AIFMs authorised under the AIFMD.
Fast-track applications should be submitted via the Portal using the “EU Investment Manager Application” Request Change. The application should include the name and registered address of the applicant, details of the applicant’s regulatory status, its home state regulator and contact details (to include name, address and email address) of the relevant contact within the home state regulator.
Clearance of Investment Advisors
The Central Bank distinguishes between an Investment Adviser with discretionary power and an Investment Advisor with no discretionary power.
Where an Investment Adviser to an investment fund will act in a discretionary capacity, the Central Bank will consider such application as an Investment Manager and the entity must comply with the regime outlined above.
Where an Investment Adviser will not act in a discretionary capacity to an investment fund, no specific Central Bank clearance of the entity is required. In this instance, as part of the authorisation application / post-authorisation application, the applicant should submit the investment advisory agreement and the relevant IVM form, along with confirmation from the manager/directors of the investment fund that the advisers in question will act in an advisory capacity only and will have no discretionary powers over any of the assets of the investment fund. The confirmation should also provide that the investment advisory agreement does not:
- provide for any discretionary management powers;
- conflict with regulations and conditions applicable to the relevant investment fund.
Clearance of Non-EU AIFMs
In accordance with the Central Banks’ AIFMD QA, ID 1086, to apply for appointment as a non-EU AIFM to an Irish Qualified Investor AIF, an application should be submitted via the Portal using the “Non-EU AIFM Application” Request Change.. The application should be accompanied by the Non-EU AIFM Clearance Checklist and all documents referenced therein.
The Central Bank must be satisfied that the firm is appropriately regulated by its NCA. Specifically, the firm must be authorised and subject to prudential regulation by its NCA.
Information concerning the applicant’s expertise, integrity and adequacy of financial resources is also required to be submitted as part of the online application. This information should include, inter alia, background details and experience, organisational structure, to include details of shareholders, assets under management and latest audited financial statements.
Please note that the Central Bank may request additional information in some cases but this will be communicated to the relevant applicant.
Notification by Investment Managers Post-Clearance
An investment manager cleared to act for an Irish authorised fund should inform the Central Bank by email to [email protected] in advance of any upcoming changes to its:
- Regulatory status;
- Name; and
- Registered address.