Unit Trust and ICAV register of beneficial ownership

The next step has been taken to establish a Central Register of Beneficial Ownership of Irish Collective Asset-management Vehicles and Unit Trusts. The Central Bank of Ireland (CBI) is expected to establish the Register of Beneficial Ownership of Irish Collective Asset-management Vehicles and Unit Trusts under Irish legislation that came into effect on 25 June 2020. You can read our briefing from March 2019 for background.

Filing deadline

ICAVs and Unit Trusts in existence before 25 June have until 25 December 2020 to file information on the central register. Unit Trusts authorised on or after 25 June 2020 and ICAVs registered on or after 25 June 2020 will have a 6 month filing deadline.

We expect further information from the CBI in relation to its establishment of the central register and the process for filing. Once we have more information, we will make available a more detailed overview.

Unit Trusts

There is welcome news for unit trusts in the new legislation. In effect, the beneficial ownership rules for corporate entities have been applied to unit trusts with some sensible modifications. The definition of beneficial ownership in the case of a unit trust has a 25% threshold.

Beneficial owner means:

• a natural person who owns, or is ultimately entitled to control, more than 25% of the units in the unit trust
• any other natural person exercising ultimate control over the unit trust by means of direct or indirect ownership or by other means

and shall be deemed to include any trustee under, or the settlor of, the arrangements that constitute the unit trust whether or not falling within either or both of the first two points.

Additionally, the obligation to enter the names of senior managing officials in the register has been disapplied for unit trusts. In the case of a corporate entity if, having exhausted all possible means, no beneficial owners who are natural persons are identified, a requirement is triggered to enter details of senior managing officials, often directors in the case of investment funds, of the corporate entity. A unit trust, unlike a corporate entity, does not have a legal personality and consequently has no directors.

Filing PPS numbers with the registrar

Unit Trusts and ICAVs will not need to file PPS numbers of beneficial owners with the register. The registrar will have the right to determine what other information it may need to “ensure that the information held in the central register for unit trusts and ICAVs is adequate, accurate and current”. By analogy, where PPS numbers cannot be provided by corporate entities to the Registrar of Beneficial Ownership of Companies and Industrial and Provident Societies, a BEN-2 Form is required to be filed.

For more information in relation to this topic please contact any member of the A&L Goodbody Asset Management & Investment Funds team.

Date published: 1 July 2020