Introduction
A choice of vehicles catering for different investor targets and purposes
- Regulated Qualifying Investor Alternative Investment Fund (QIAIF), unregulated limited partnerships (1907 LP) and Special Purpose Vehicles (SPV)
- QIAIFs can be either closed-ended, semi open-ended or open-ended and can be structured notably as an Investment Limited Partnership (ILP), an Irish Collective Asset-management Vehicle (ICAV) or a Unit Trust
In a market-oriented and flexible environment
- Authorisation of QIAIFs can be obtained within 24 hours under the fast-track procedure
- Access to the European Venture Capital Fund (EuVECA) and European Long-term Investment Fund (ELTIF) regimes enabling marketing in the European Economic Area with a passport for smaller fund managers
- Very few restrictions on investments, no borrowing or leverage limits as long as appropriate disclosures are in place
- Suitable for a broad range of strategies including private equity, private debt, real estate, infrastructure and other real assets strategies
- No tax on net asset value, exemption of tax on income and gains
A leading regional sustainable finance framework
The Sustainable Finance Disclosure regulation (SFDR) and the European Taxonomy (Regulation (EU) 2020/852) requirements are applicable to Irish AIFs. Funds must include certain sustainability related information in their precontractual documents, websites and periodic report. The extent of information to be disclosed depends on the fund’s classification under SFDR.
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Fund vehicles for private assets
Qualifying Investor Alternative Investment Funds (QIAIFs) – QIAIF Guidance | Central Bank of Ireland
- Can be set up as single funds, umbrella funds with segregated sub-funds, part of master-feeders, funds of funds, co-investment or joint structures
- Multiple classes of shares/units with different features can be issued: closed-ended QIAIFs are permitted to issue share classes for excused investors as well as management share classes receiving greater returns under certain conditions
- Can be structured as an ICAV, an ILP, a PLC, or Unit Trust
- Subject to authorisation by the CBI, with the possibility to get approved within 24 hours under certain conditions (fast track procedure)
- An ILP/ICA must appoint an Irish depositary and administrator. A unit trust must appoint an Irish management company, an Irish trustee and an Irish administrator
- Each QIAIF must have at least 2 Irish resident directors
- Can invest in a broad range of assets including private equity, private credit real estate, other real assets
- No prescriptive diversification requirements but investment companies should confirm the aim of spreading risk
- Minimum initial subscription of EUR 100,000 from qualifying investors
- Can be marketed to professional investors across the European Economic Area where the AIFM if fully authorised otherwise on a private placement basis
- Possibility to use International Financial Reporting Standards (IFRS), Irish/UK Generally Accepted Accounting Principles (GAAP) or US GAAP
Market insight: QIAIF is the Irish flagship product for alternative strategies. Growth remains strong with at least a 5% of year-to-year increase of the number of sub-funds.
Retail Investor Alternative Investment Funds (RIAIFs) – RIAIF Guidance | Central Bank of Ireland
- Can be set up as single funds, umbrella funds with segregated sub-funds, part of master-feeders, funds of funds, co-investment or joint structures. Multiple classes of shares/units with different features can be issued
- Can be structured as an ICAV, a PLC, a Unit Trust, a CCF or an ILP
- Subject to authorisation by the CBI
- Must be managed by a fully authorised AIFM and must have two approved Irish resident directors
- Must appoint Irish domiciled and regulated depositary and administrator, Irish legal advisors and auditors
- Wide range of eligible assets (including real estate and private equity); diversification requirements and borrowing rules concentration (up to 25% of the net asset value) limits apply but are less restrictive than for UCITS
- A prospectus, annual and semi-annual reports are required
- Can be sold to retail investors without a minimum initial subscription
- Open-ended RIAIFs must offer at least monthly redemption facilities and pay redemption proceeds within a maximum of 30 days from the dealing date
Market insight: Since it is a retail product which does not benefit from the EU passport, it targets primarily the domestic market but it can access individual markets on a case-by-case basis.
Unregulated 1907 Limited Partnerships – Limited Partnerships Act, 1907 (irishstatutebook.ie)
- Tax transparent vehicle with no separate legal personality
- At least one General Partner must be an Irish entity at the time of establishment and between 1 and 50 Limited Partners who must all be registered with the Irish Companies Registration Office (CRO)
- Cannot be used for umbrella fund structures but it is possible to establish a series of limited partnerships sharing the same base offering documents and contractual relations with service providers
- Capital commitments can be made via debt and equity contributions
- No investment or borrowing restrictions
- Must prepare financial accounts and file them with the CRO
Market insight: The 1907 limited partnership is the preferred structure for unregulated investment funds in Ireland but growth is limited in comparison to recently modernised limited partnerships regimes in other jurisdictions. The ongoing revision of the regime aims at reinforcing its attractiveness.
ELTIF (Regulation (EU) 2015/760, as amended) – EUR-Lex – 32015R0760 – EN – EUR-Lex (europa.eu)
- Must qualify as an alternative investment fund (“AIF”) and be managed by an authorised EU Alternative Investment Fund manager (“AIFM”).
- Must appoint a European Alternative Investment Fund Manager
- Available to both institutional and retail investors across the European economic area with a passport. Additional requirements apply to ELTIFs distributed to retail investors
- Eligible investments include debt and equity instruments in unlisted companies, as well as real assets such as infrastructure
- Certain investment restrictions apply such as
- Investments in short sell assets
- Direct or indirect exposure to commodities
- Securities lending, borrowing, repurchase transactions or any other agreement that has an equivalent economic effect and poses similar risks, if thereby more than 10% of the ELTIF assets are affected
- Financial derivative instruments (except for hedging purposes)
- Regulated and supervised vehicle (requiring ex-ante regulator approval)
- Certain distribution countries provide tax incentives to invest in ELTIFs
Market insight: This European product has been very slow to take off due to complexity and certain burdensome requirements. Interest raised over the last two years with a number of tier one asset managers launching ELTIFs, notably due to certain national tax incentives or favorable treatment as an investment underlying a life insurance policy. Significant simplification and additional flexibility are expected to apply in 2023 and should make the product more attractive, notably for sponsors looking at providing access to alternative strategies to individual investors.
EuVECA (Regulation (EU) 345/2013, as amended) – EUR-Lex – 02013R0345-20210802 – EN – EUR-Lex (europa.eu)
- Must qualify as an alternative investment vehicle under AIFMD but there is no legal requirement for the product to be regulated under Irish law
- Must appoint a European Alternative Investment Fund Manager
- Available to professional clients or qualified investors who commit to invest a minimum of EUR 100,000 and state they are aware of the specific risks associated with the investment
- Can be distributed across the European Economic Area with a passport
- Must invest 70% minimum in eligible investments which include debt and equity instruments granted to / issued by an EU firm (and some non-EU firms when certain conditions are met). This firm must be:
- A non-listed undertaking employing a maximum of 499 persons
- or a small- and medium-sized enterprise (SME) listed on an SME growth market and which is not a collective investment undertaking, a credit institution, a MiFID firm, a financial holding company or mixed activity holding company
- Regulated and supervised vehicle (requiring ex-ante regulator approval)
- Sound and transparent valuation of assets is required at least on an annual basis
Market insight: 395 EuVECAs are currently registered in Europe but Ireland’s market share is very modest with only 11 EuVECAs.
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[1] 1647264554-2022-03-Why-Ireland-2022-Euro-FINAL.pdf (irishfunds-secure.s3.amazonaws.com)
[2] idem