Passporting and Pre-marketing
This section relates to:
General procedures for submitting notifications to the Central Bank of Ireland
1. Pre-marketing in the EU by Irish AIFMs (Regulation 31A of the EU (AIFM) Regulations 2013)
Irish AIFMs proposing to carry out pre-marketing must submit an informal letter by email within two weeks of it having begun pre-marketing to [email protected] for pre-marketing into Ireland and to [email protected] for pre-marketing into other EU member states.
The letter shall specify the following:
- The Member States in which the pre-marketing is taking or has taken place,
- The periods during which the pre-marketing is taking or has taken place,
- A brief description of the pre-marketing including information on the investment strategies presented, and
- A list of the AIFs and compartments of AIFs which are or were the subject of pre-marketing.
Please note that a single pre-marketing notification will be sufficient for multiple jurisdictions.
2. Marketing EU AIFs in Ireland managed by Irish AIFMs (Regulation 32 of the EU (AIFM) Regulations 2013)
Irish AIFMs proposing to market the units or shares of EU AIFs to professional investors in Ireland must notify the Central Bank in accordance with Regulation 32.
The notification form attached should be submitted by the Irish AIFM to the Central Bank in respect of the AIF(s) it intends to market.
The Central Bank requires a confirmation letter, signed by a director of the AIFM, stating that the AIFs will be marketed in accordance with AIFMD.
The notification should be submitted to [email protected] for external AIFMs. For internally managed AIFs the notifications should be submitted to [email protected].
Marketing can commence once the Central Bank has informed the AIFM that it may start marketing.
3. Marketing EU AIFs by Irish AIFM in another Member State (Regulation 33 of the EU(AIFM) Regulations 2013)
Irish AIFMs proposing to market EU AIFs to professional investors in another Member State must notify the Central Bank for approval in accordance with Regulation 33 of the EU (AIFM) Regulations 2013.
The notification letter and attached form should be submitted by the Irish AIFM to the Central Bank for each Member State in respect of the AIF(s) it intends to market, together with the following:
- The AIF rules or instruments of incorporation for each AIF being marketed;
- Any additional information referred to in Regulation 24(1) for each AIF that the AIFM intends to market.
- The latest version of the offering document (e.g. prospectus).
- The AIF's latest annual report.
- Marketing documentation.
- A letter, signed by a director of the AIFM, stating that the AIFM will market the relevant AIFs in accordance with AIFMD.
- Proof of payment of marketing fees, where relevant.
The notification should be submitted to [email protected].
Notes on submitting notifications to the Central Bank of Ireland under Regulation 33 of the EU(AIFM) Regulations 2013:
- The notification must be complete and accurate; incomplete submissions will not be accepted and will require a full resubmission.
- All notifications must be transmitted to the official email address listed below, attaching appropriate documents in pdf format.
- The Central Bank will inform the AIFM when transmission to the relevant host Member State competent authority(ies) has taken place.
4. Management of EU AIFs by Irish AIFMs (Regulation 34 of the EU(AIFM) Regulations 2013)
Irish AIFMs proposing to manage EU AIFs established in another Member State shall notify the Central Bank in accordance with Regulation 34 of the EU (AIFM) Regulations 2013.
The notification form attached should be submitted to the Central Bank along with a completed programme of operations stating in particular the services which it intends to perform and identifying the AIFs it intends to manage. AIFM Reg 34 Passporting Out (Freedom of Services) Checklist should also be completed and submitted with the application to the Central Bank.
In addition, the notification letter should also be completed and accompanied by a letter from a Director of the AIFM stating that the AIFM's management of the AIFs will comply, and continue to comply with, the AIFMD on an on-going basis.
Freedom of Establishment
If the AIFM intends to establish a branch in another Member State, it should also provide the additional following information:
- The organisational structure of the branch;
- The address in the home Member State of the EU AIF from which documents may be obtained;
- The names and contact details of the persons responsible for the management of the branch.
Please email Freedom of Establishment applications to: [email protected]
Regulation 7(4) Services
Externally managed AIFMs authorised in Ireland may passport services set out under Regulation 7(4) of the EU (AIFM) Regulations 2013.
If an AIFM wishes to provide these services in another Member State on a standalone basis, the appropriate activities boxes should be ticked on the notification letter. Please note: The Management of AIF's box should remain blank if this is the AIFM's intention.
5. Management of non-EU AIFs by Irish AIFMs (Regulation 35 of the EU (AIFM) Regulations 2013)
Irish AIFMs proposing to manage non-EU AIFs shall submit a notification form to the Central Bank in accordance with Regulation 35 of the EU (AIFM) Regulations 2013.
Please email this notification form to the Central Bank: [email protected]
6. Marketing non-EU AIFs in Ireland managed by Irish AIFMs or AIFMs from other Member States (Regulation 37 of the EU (AIFM) Regulations 2013)
Irish AIFMs or AIFMs from other Member States proposing to market non-EU AIFs to professional investors in Ireland shall notify the Central Bank in accordance with the requirements of Regulation 37.
The notification form attached should be submitted by the AIFM to the Central Bank in respect of the AIF(s) it intends to market.
The notification should be submitted to [email protected].
Marketing can commence once the Central Bank has informed the AIFM that it can start marketing.
7. Marketing non-EU AIFs by Irish AIFM in another Member State (Article 36(1)(a) of AIFM Directive 2011)
In accordance with Article 36(1)(a) of AIFMD, an Irish AIFM who proposes to market non-EU AIF in another Member State must provide the Central Bank with the identity of the entity which will carry out depositary duties in respect of each non-EU AIF using the required form.
8. Marketing AIFs in Ireland managed by non-EU AIFMs (Regulation 43 of the EU (AIFM) Regulations 2013)
Non-EU AIFMs proposing to market AIF to professional investors in Ireland shall submit written notification to the Central Bank before marketing units or shares of the AIF in the State in accordance with Regulation 43. The notification form attached should be submitted by the non-EU AIFM to the Central Bank in respect of the AIF(s) it intends to market.
The notification should be submitted to [email protected] for external AIFMs. For internally managed AIFs the notifications should be submitted to [email protected].
Marketing can commence once the Central Bank has informed the AIFM that it can start marketing.
9. Denotification Request Regulation 33 – Marketing EU AIFs managed by Irish AIFMs in another Member State
In the case of a de-notification, where the Irish AIFM no longer wishes to market the AIF in another Member State, the AIFM needs to submit a denotification form to the Central Bank. The de-notification form should be submitted to [email protected] .