Dillon Eustace Checklist 1

External Irish Domiciled Authorised AIFM

The below checklist is an overview of the documents required in order to seek approval to act as an Irish domiciled Authorised AIFM. Further specific documentation may be required on a case-by-case basis.

An entity seeking authorisation as an AIFM in Ireland must submit an application to the Central Bank containing information and documentation regarding its ownership, management, organisational structure and additional information as to how it intends to comply with the various obligations imposed on AIFMs.

Irish Domiciled AIFM Application

The documentation required for the QIAIF application is as follows:

Material Documents

1.

Central Bank Application for Authorisation as Alternative Investment Fund Manager

A comprehensive application form detailing compliance with AIFMD must be completed and submitted by the AIFM. The application form cross refers in certain sections to the various documentation outlined below (primarily the programme of activity). A copy of the application form may be found on the Central Bank website.

2.

Programme of Activity

The programme of activity is a business plan type document and must comprise detailed information on the structure of the AIF including reporting lines, operational matters and delegation of functions to the AIF service providers. The Central Bank has outlined 16 key management functions in relation to the oversight of the AIF which range from the monitoring of compliance and risk management to dealing with the record keeping and reporting requirements pursuant to AIFMD. Each management function, including the oversight and reporting processes behind the management function, must be addressed within the programme of activity.

An extract of a sample programme of activity may be accessed via this [LINK].

3.

Policies and Procedures

Under the AIFMD regime, it is necessary to have certain documented policies and procedures. These include Conduct of Business type policies such as a Personal Transactions Policy and Organisational type policies such as an Order Handling and Reporting Policy.

A sample list of the policies which may be required together with a sample Personal Transactions Policy and Order Handling and Reporting Policy may be accessed via this [LINK].

4.

Statement of Responsibility

This is a short one to two page document which outlines which individual (for example a Director of the AIFM) is responsible for oversight of each management function.

An overview of a statement of responsibility may be accessed via this [LINK].

5.

Capital Confirmation

The Central Bank requires an AIFM (other than an internally managed AIF) to have at all times a minimum capital of the higher of; (1) €125,000 initial capital (plus an Additional Amount* of 0.02% of the amount by which the AIF’s under management NAV exceeds €250 million) subject to a cap of €10 million; or (2) one quarter of its total expenditure taken form the most recent annual accounts.

The capital must be held in a form which complies with the Central Bank’s Eligible Asset requirements. Prior to the authorisation of the AIFM it is necessary to provide the Central Bank with (i) a letter from the Board of Directors of the AIFM stipulating the form and amount of capital and the name of the subscriber/source of funds and (ii) a bank statement evidencing the AIFM’s compliance with the minimum capital requirements and that such capital is held in “Eligible Assets”.

*This Additional Amount may be reduced where the AIFM benefits from a guarantee from a credit institution or insurance undertaking in a form approved by the CBI.

6.

Individual Questionnaires

The Central Bank will need to approve each individual that it is proposed will act as a director of the AIFM as well as each individual who has a direct/indirect holding in the AIFM which represents 10% or more of the capital/voting rights in the AIFM and any other individual who is in a position to exercise significant influence over the management of the AIFM. As part of the approval process an individual questionnaire must be completed by each director of the AIFM and submitted to the Central Bank. The individual questionnaire is a comprehensive document and requires a high level of detail in respect of each director such as career history, directorships and qualifications, business interests and references. This individual questionnaire is completed on-line and a copy may be obtained on the Central Bank website.

Dillon Eustace can provide guidance on this application process

7.

Fitness and Probity/Director Letter of Appointments

Pursuant to the Central Bank’s Fitness and Probity Standards (the “F&P Standards”), a director of an AIFM is prescribed as a pre-approved controlled function (“PCF”). Accordingly, in addition to the fact each director needs to complete and submit an individual questionnaire to the Central Bank (as described above), the AIFM must also satisfy itself that the director is fit and proper for the role. It is therefore necessary for the AIFM to carry out due diligence checks on the director and to seek certain confirmations within a letter appointing the director. Dillon Eustace, as legal advisors, assist in the compilation of the due diligence checks and the letters of appointment.

The fitness and probity documentation must be maintained by the AIFM in readily accessible form so that the Central Bank can inspect it upon request.

8.

Memorandum and Articles of Association

This is the constitutional document of the AIFM which sets out the internal rules for the AIFM. The memorandum and articles of association of the AIFM must be sufficiently wide to operate in accordance with AIFMD and the conditions imposed by the Central Bank.

9.

Certificate of Incorporation

This is a document issued by the companies registration office in Ireland confirming the AIFM has been incorporated pursuant to Irish company legislation. A unique company number appears on the certificate of incorporation. A certified copy of the certificate of incorporation must be provided to the Central Bank during the approval process in order to demonstrate the AIFM has been incorporated.


Additional Considerations:

10.

Company Secretary

The AIFM will be required to have a company secretary. The company secretary’s duties revolve around seeing that a company complies with the Irish Companies Acts, its own regulations and the law in general. The company secretary is responsible for completion and filing of the necessary statutory forms with the Irish companies registration office, convening meetings of the board of directors and maintaining the minutes of board meetings.

A letter of appointment should be in place between the AIFM and the company secretary.

11.

Central Bank Online Reporting System – System Administrator

The Central Bank requires AIFM to submit reporting with regard to the AIF’s under management at specified intervals. The information is submitted via the Central Bank’s Online Reporting System (“ONR”). A System Administrator with respect to the ONR is required to be appointed.

This is usually someone within the AIFM’s organisation or alternatively, could be a third party service provider appointed for the purpose.

12.

Other Agreements

It may be necessary for the AIFM to make other appointments in order to meet its regulatory requirements. Common agreements of this nature include, AIFMD Reporting Services Agreement or an External Valuation Agent Agreement.

Any additional agreements which are required by the AIFM can be reviewed and negotiated in conjunction with your legal advisor.