Asset Management & Investment Funds: Irish Practice Developments – March 2025

Deadlines

• 31 March 2025 - ICCL Report - For the purposes of the Investor Compensation Company DAC’s compensation scheme, authorised UCITS/ AIFM management companies authorised to perform individual portfolio management are required to file the ICCL report, see UCITS - management companies reporting requirements.
• 24 April - Money Market Funds - Guidelines on stress test scenarios under the MMF Regulation will apply from 24 April 2025.
• 21 May 2025 - ESMA’s guidelines on funds’ names using ESG or sustainability-related terms - End of transitional period - guidelines apply to UCITS and AIFs existing before 21 November 2024 from 21 May 2025 (discussed here).
• 31 May 2025 - Fund profile return - The annual Central Bank of Ireland (CBI) fund profile return is required for all Irish authorised sub-funds. The CBI Portal deadline for sub-fund profile returns has been moved from February to May 2025. The CBI does not anticipate that the fund profile will change from year to year, as changes would most probably reflect changes within the fund's offering documents. Therefore, year-to-year updates to the fund profile are expected to be minimal and reflect significant changes. The CBI updated its Fund profile guidance and template in 2022.
• 30 June 2025 - Exchange traded funds (ETFs) - Management companies of ETFs should review the actions outlined in the CBI letter on the primary and secondary market trading arrangements of ETFs (discussed here) and, where appropriate, incorporate the necessary changes to their frameworks and practices by the end of Q2 2025.
• 30 June 2025 - Sustainability disclosures - ESMA to issue its report on the outcome of the CSA on sustainability disclosures.
• 1 July 2026 - UK OFR - Final OFR’s landing slots open for fund operators of umbrella EEA UCITS whose name begins with the letter “W-Z and firms with digits in the title” (in the TMPR) until 30 September 2026.
• July 2026 - NBFI leverage policy recommendations - The FSB’s 2025 Work Programme notes publication of their final report on NBFI leverage policy recommendations in July.

Reporting obligations may vary on a firm-by-firm basis. The above list does not cover:

• tax, FATCA or CRS filings, director's compliance statement obligations, which apply to listed UCITS VCCs
• diversity reporting obligations, which may apply to listed AIF and UCITS VCCs
• ad hoc filings, such as regulatory reports, or filings of annual accounts (and related documents which include annual FDI returns) and semi-annual accounts or other similar returns (which deadlines vary to reflect the particular entity's year-end)

By way of example, the Companies (Accounting) Act 2017 obliges UCITS investment companies and AIF investment companies to file annual accounts with the CRO within 11 months of their financial year-end. 

CBI 2025 Regulatory and Supervisory Outlook Report

The CBI published its 2025 Regulatory & Supervisory Outlook Report (Outlook Report) detailing key trends and risk that are shaping the financial sector and its consequent regulatory and supervisory priorities for the next two years. Accompanying the Outlook Report is a Dear CEO letter, emphasising the importance of the Outlook Report’s content for boards and senior leadership teams and providing a high-level overview of the recent changes to the CBI’s supervisory model. The CBI notes that senior executives and key decision-makers should incorporate the Outlook Report and other communications such as Dear CEO letters into their ongoing work and decision-making processes.

While many sections of the Outlook Report are relevant to all regulated firms, Irish fund management companies and funds should have regard in particular to the ‘Funds Sector’ section. This section outlines the trends and risks within the Irish funds sector. This section also highlights the CBI’s expectations for funds and fund service providers and sets out the CBI’s key supervisory activities for the sector during 2025/6.

For an in-depth analysis of the Outlook Report, please refer to our insight available here.

CBI's AIFMD Q&A

On 7 March 2025 the CBI updated its AIFMD Q&A.

The revised edition clarifies the conditions under which the AIF Rulebook prohibition on a QIAIF acting as guarantor for a third party do not apply. It also provides further guidance on QIAIF loan origination activities. In summary:

• Q&A ID 1160 confirms that guarantees are permissible in respect of investments and/or intermediate vehicles for such investments in which the QIAIF has a direct or indirect economic interest subject to a number of important safeguards and investor disclosures.
• Q&A ID 1161 confirms that the definition of ‘financial institution’ in the AIF Rulebook is aligned with that set out in the revised AIFMD loan origination rules which cross refers to EU Directive 2009/138/EC (Solvency II) that is transposed into Irish law through the European Union (Insurance and Reinsurance) Regulations 2015.
• Q&A ID 1162 clarifies that while the prohibition on lending to persons intending to invest in equities or other traded investments or commodities applies where the borrower intends to use the proceeds to facilitate a trading or speculative investment strategy, it does not prevent lending to a borrower with the intention of acquiring a controlling interest in a target company.

Irish property funds

On 24 November 2022, the CBI introduced new rules for Irish regulated funds that invest primarily in Irish real estate. The rules introduced mandatory leverage limits for all Irish regulated property funds and liquidity requirements for any Irish regulated property fund that is not closed-ended. You can read more or listen to our podcast here.

The CBI allowed a five year implementation period for funds already in existence on 24 November 2022 (existing property funds) to meet the leverage limits. Existing property funds that were then in excess of the limit were expected to gradually reduce their leverage to meet the new limit. Existing property funds identified with leverage close to, or above, the sixty per cent leverage limit were required to submit plans to the CBI on how they will deleverage or maintain leverage below sixty per cent throughout the implementation period in a gradual and orderly manner.

The CBI has issued a questionnaire to AIFMs of Irish authorised property funds which, among other questions, requests details of planned asset disposals, shareholder loan conversions, share subscriptions, and other ways to meet the leverage limit by the end of the implementation period.

This forms part of the CBI’s review of macroprudential measures for Irish property funds which it will undertake throughout 2025 with Irish property fund returns due for submission by 31 May 2025 and an updated leverage reduction and maintenance plan to be submitted by 8 August 2025 (with a revised template plan to be circulated by the CBI prior to 14 July 2025).

The Irish property funds return must be filed annually by all alternative investment funds which meet the criteria for being in-scope of the macroprudential measures for property funds as outlined in the CBI’s macroprudential policy framework for Irish property funds available on the CBI’s webpage, Property Funds Framework.

We expect the CBI to engage with AIFM’s in relation to their asset disposal submissions and leverage reduction and maintenance plans throughout 2025.

CBI report on demographics in the financial sector

The CBI published its 2024 report on demographics of the financial sector which looks at the demographics of senior leadership roles in the financial services industry on the basis of applications for pre-approval controlled function (PCF) roles within regulated firms and current PCF role holders at 31 December 2024. The report presents data on gender diversity, age and nationality demographics. Encouragingly, the rate of female PCF applicants across the financial services industry has steadily increased from 16% in 2012 to 34% in 2024. There are other positive trends in female representation in certain roles such as in risk management and at board level in the banking sector (where female representation in directorship roles is up 7% to 40%) and chair roles (up 18% to 42%) year on year).

In his blog, CBI Governor, Gabriel Makhlouf referenced the growing body of research that confirms the benefits that inclusive diversity can bring to complex problem-solving, decision-making, governance, risk management, attracting talent, employee engagement and more. The CBI expects that, like all cultural change, diversity and inclusion has to be led by the most senior leaders within the organisation. The CBI take the view that diversity of thought is critical to ensure a range of perspectives are considered and evaluated to help policymakers, firms and businesses navigate their way through uncertainty. 

AML/CFT/FS

Ireland Terrorist Financing Risk Assessment

The Department of Justice published the Ireland Terrorist Financing Risk Assessment. This national risk assessment follows the methodology used and considers the same products in the 2022 EU Supranational Risk Assessment (SNRA).

In summary, the report notes that:

• a distinction must be made between the differing threats from domestic terrorism and international terrorism
• within both of these categories, a further distinction must be made between:
  • the assessed threat of an act of terrorism within Ireland and the risk of terrorist financing (TF) activity to support such an act, and
  • the assessed risk of TF activity within Ireland which is aimed at the support of an act of terrorism outside Ireland.
• In addition to these categories, increasingly there are other actors that resist easy categorisation, including growing levels of concern about right-wing extremism. The key trend in this area is growing evidence of transnational links between hyper-nationalist movements, facilitated by a toxic online environment on non-mainstream social media platforms. International links between right-wing extremist groups is a matter of increasing concern.

The report provides an assessment from a domestic perspective of the risk of an act of terrorism and the risk of terrorist financing. The report also provides an assessment from an international perspective of the threat from terrorism and the risk of terrorist financing. In its sector-specific analysis, using EU SNRA criteria, the report provides an assessment of the retail and institutional investment sector.

AML Risk Assessment of the Irish funds sector

The Irish government’s anti-money laundering steering committee will soon be conducting a risk assessment of Ireland’s funds and asset management sector, as part of a national risk assessment project. The Irish government will soon be conducting a risk assessment of Ireland’s fund and asset management sector.

Forthcoming legislation

The Irish government’s Spring 2025 Government Legislation Programme includes:

• Restrictive Measures Bill which will aim to create a mechanism by which persons would be obliged to adhere to the asset freezing requirements of certain UN Security Council Resolutions in the period prior to their incorporation in an EU legislative act, i.e. a ‘bridging measure’. This will meet Ireland’s international obligations and prevent sanctions evasion. Heads of the bill are being prepared.
• Violation of Restrictive Measures Bill which will aim to transpose EU Directive 2024/1226 on the definition of criminal offences and penalties for the violation of Union restrictive measures. Heads of bill are being prepared and are subject to priority drafting.  

CBI markets update

CBI markets update Issue 1 2025 issued covering:

• ESMA publishes European Commission Q&As clarifying AIFMs delegating portfolio or risk management to non-supervised undertakings established outside the EU and holding client money (discussed in our January bulletin)
• CBI publishes 50th Edition of the AIFMD Q&A The Fiftieth Edition clarifies the application of the prohibition on AIFs acting as guarantors for third parties (discussed above)

For more information on these topics please contact any member of A&L Goodbody's Asset Management & Investment Funds team.