Simon Harris (Wicklow, Fine Gael) | Oireachtas source

I move amendment No. 7:

In page 25, to delete lines 16 to 26 and substitute the following:“Alteration in instrument of incorporation

31. (1) No alteration in the instrument of incorporation of an ICAV shall be made unless—

(a) the alteration has been approved—

(i) by ordinary resolution, or

(ii) if the instrument of incorporation so requires, by a resolution passed by such majority as is specified in the instrument of incorporation of the votes cast by the members of the ICAV who, being entitled to do so, vote in person or by proxy at a general meeting of the ICAV,

or

(b) the depositary of the ICAV has certified in writing that the alteration—

(i) does not prejudice the interests of the members of the ICAV, and

(ii) does not relate to any such matter as may be specified by the Bank as one in the case of which an alteration may be made only if approved by members of an ICAV.

(2) No alteration in the instrument of incorporation of an ICAV shall be made without the approval of the Bank.

(3) Any person who makes an alteration in the instrument of incorporation of an ICAV otherwise than in accordance with subsections (1) and (2) commits a category 3 offence.

(4) Within 21 days after the date of the making of an alteration in the instrument of incorporation of an ICAV, the ICAV shall deposit with the Bank a copy of the instrument of incorporation as so altered or containing the alterations.

(5) If an ICAV fails to comply with subsection (4), it commits a category 2 offence.

(6) In this section “alteration in the instrument of incorporation” does not include a change in the name of the ICAV.”.

This amendment to section 31 prohibits a change in the instrument of incorporation of an ICAV without Central Bank approval and without the approval of its members except where a depository has certified that the alteration does not prejudice the interests of the members of the ICAV. The ICAV Bill 2014 as amended on Committee Stage prohibited a change to the instrument of incorporation of an ICAV solely without Central Bank approval. The amendment to subsection (1) sets out a better practice approach of also requiring the approval of members of the ICAV for an amendment to the instrument of incorporation. This subsection allows for the requirement of member approval to be dispensed with where a depository of the ICAV has certified that such an alteration does not prejudice the interest of the members of the ICAV.

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