What is an Irish Collective Asset-management Vehicle (ICAV) search?
In order to respond to the above premised question, we must first ask ‘What is an ICAV?’
Operating under the European Commission’s regulatory framework for managing and selling mutual funds (i.e., financial products that aggregate assets from shareholders to invest in bonds, market instruments, stocks and other assets) Irish Collective Asset-management Vehicles (ICAVs) were first introduced by the Central Bank in March 2015.
In doing so, ICAVs represented a new form of collective investment vehicle for Undertakings for Collective Investment in Transferable Securities (UCITS) funds and Alternative Investment Funds (AIFs) and became an addition to the pantheon of pre-existing fund structures.
This new construct was intended to offer a greater degree of corporate organisation for investment funds while relieving them of more onerous company regulation. Its form envisioned streamlined administration and thus decreases in its associated costs. This was also anticipated to attract investment funds into domiciling in Ireland in the likelihood of taking advantage of its structure and its potential tax benefits.
However, while not being subject to the rules and regulations of the Companies Registration Office (CRO), ICAVs are regulated by the Central Bank both as supervisory and registration authority. As such the Central Bank is obliged to publish a public register of authorised ICAVs.
It is against these registers that Irish Collective Asset-management Vehicle (ICAV) searches are conducted.
Why should the purchasing solicitor/ conveyancer conduct an ICAV search when investigating title in a property/ right/ interest purchase?
If an Irish Collective Asset-management Vehicle ICAV is involved in the conveyancing/ sale of a property/ right/ interest it is important that a title search is conducted against the ‘Register of Registered Irish Collective Asset-management Vehicles under the Irish Collective Asset-management Vehicles Act 2015)’ prior to contracts being signed.
The foremost reason is to confirm that the ICAV exists and what is the entity’s recorded status, i.e., registered (equivalent to certificate of incorporation under the Companies Acts).
Other designations can include insolvent, in-liquidation, in-receivership, under examinership, or strike-off listed, any of which may affect the powers of the directors/ secretaries to progress a sale should those powers become vested elsewhere, i.e., with the liquidator.
For those reasons, solicitors or conveyancers acting on behalf of the purchasers need to be certain that the sellers still retain the authority and control over the property for sale. As such, upon specific request, an ICAV search will also return relevant associated information, which assist in establishing its identity, and its right to sell. Such details would include its registered offices, its document filing history, its membership, and its authorising officers (secretaries and directors).
A further core function of an ICAV search is that it will also reveal if there are any mortgages, charges (satisfied or unsatisfied) or other adverse matters potentially effecting the property/ rights/ interests for sale.
Ultimately as with all such title investigation searches, the intention is for the purchasing solicitor to ensure clean title on a conveyance.
What will the Ellis & Ellis company search result show me?
Ellis & Ellis’s ICAV search reports are designed to assist the conveyancing agents in their legal assessment, answering as they do some of the questions posed above.
Typically, Ellis & Ellis’s results will confirm the registered status of the ICAV. Our reports cite the ‘as at’ date of the register on the day which the search is conducted*. The balance of the search is related to detailing of any charges, along with setting out the number of charges, the date and time the charges were received, the date the charges were created, the date and time of the intent to create notification’, the date the charge was confirmed created, and the persons entitled to the charge.
Lastly, the Ellis & Ellis reports will state the date if a property was acquired (where applicable), and secondly if the individual charges have been satisfied or not.
* Note: The ICAV Register of Charges may not be fully up to date. As such the Law Society recommends that a purchaser from an ICAV should obtain a certificate from the secretary or other officer of the ICAV that it has not (a) registered new charges not yet showing on the ICAV register, or (b) has or intends to petition for a winding up of the ICAV or has or will enter into receivership in the intervening period.
Use a trusted Law Search provider
Given the significant implications set out above of either not conducting a search at all, or worse, conducting an inadequate or erroneous Irish Collective Asset-management Vehicle (ICAV) search; it is imperative that purchasing solicitors/ conveyancers use a trusted law search provider such as Ellis & Ellis.
With our blend of a quick and easy-to-use ordering platform at www.ellis.ie , over 130 years of professional know-how, and a quality after-sales experience, we provide clients with a superior searching service.
For added peace of mind Ellis & Ellis provide Professional Indemnity Cover of €10 million.
Why not join the 1000’s of users who trust Ellis & Ellis to deliver them a competitive edge?
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