The Central Bank of Ireland (CBI) has launched Consultation Paper 162 (CP162), containing proposals to overhaul the Alternative Investment Fund Rulebook (AIF Rulebook) in advance of the revised Alternative Investment Fund Managers Directive (AIFMD) entering into force. The consultation marks the first comprehensive rewrite of the domestic framework since the AIF Rulebook was first published as part of the CBI’s implementation of the AIFMD in 2013.
Running to more than 180 pages, the proposals are designed to align domestic rules with the revised AIFMD, reinforce investor safeguards and streamline the establishment of private-asset funds in Ireland. Submissions are invited until 5 November 2025.
In parallel, the CBI launched a separate consultation on updating the Central Bank UCITS Regulations and related guidance, addressing similar themes as CP162. We will feature this in a separate update.
Policy objectives
Three developments frame the CBI’s AIF Rulebook review. First, it seeks to transpose the EU amendments to the AIFMD on delegation, liquidity management tools, loan origination, reporting and depositaries in advance of the April 2026 transposition deadline. Second, aligned with the EU’s Savings and Investment Union competitiveness and efficiency objectives, amendments are proposed to support fund managers in delivering well-regulated investment solutions in a more efficient manner. Third, the Department of Finance’s “Funds 2030” review called on the CBI to enhance the establishment and operation of private asset funds in Ireland.
Key proposals
Alignment with revised AIFMD
- Full transposition of the new EU rules. These include rules on delegation, liquidity management tools, loan origination, reporting and depositaries.
- Full alignment with the EU loan-origination framework. The specialised Loan Origination QIAIF or “L-QIAIF” category in the AIF Rulebook will be deleted, and the QIAIF rules will be updated to remove more restrictive or inconsistent Irish requirements, including the restriction on QIAIFs granting loans or acting as guarantor for third parties, instead allowing managers to rely solely on the new harmonised AIFMD rules for loan origination and private credit.
- Mandatory liquidity management tools (LMTs). Incorporation of new requirements for the selection, disclosure, and operation of LMTs, including the ability for AIFMs to select additional LMTs beyond those specified in the AIFMD. All AIFMs will have to disclose, in the prospectus, at least two LMTs—one quantitative based LMT (redemption gate, extension of notice period) and at least one anti-dilution tool (such as swing pricing, redemption fee, dual pricing, anti-dilution levy). Activation or deactivation of an LMT outside the ordinary course of business must be reported to the CBI.
Regulatory effectiveness
- Removal of restrictions around subsidiary and intermediary investment vehicles. The CBI proposes to withdraw the prescriptive subsidiary regime, including board composition rules, and requirements for CBI approval prior to the establishment of a subsidiary. Instead, AIFMs must disclose the use and purpose of any intermediary investment vehicle in its prospectus, carry out due diligence on the vehicles and have documented policies and procedures for the oversight and monitoring of the vehicle.
- Removal of the Irish AIF management company authorisation. It is proposed to remove the duplicative authorisation requirements for AIF management companies. Governance and director suitability requirements for AIF management companies will continue to apply.
- Capital commitment model recognised. The €100,000 minimum subscription for QIAIFs may now be satisfied by a capital commitment drawn down in stages as the QIAIF ramps up its portfolio, mirroring private-equity practice. The list of investors exempt from the minimum is widened to include the AIFM itself, AIFM group entities, discretionary or non-discretionary investment advisor, and directors (or equivalent), employees, secondees, consultants or partners of these entities.
- Depositary of assets other than financial instruments (DAoFI). Existing guidance is incorporated into the AIF Rulebook.
- Performance fee calculation and verification. The proposals aim to strengthen the requirements for performance fee calculation and verification, ensuring that depositaries play an active oversight role and that managers provide all necessary information before fees are paid.
- Charity share classes. It is proposed to incorporate the CBI’s Q&A into the AIF Rulebook which permits AIFs to establish share classes that make distributions to charities, subject to certain conditions.
- Voting rights. QIAIF voting rights have been updated, including alignments of these voting rights with the relevant provisions in the fund’s constitutional document. It is proposed to permit QIAIFs and ELTIFs to use other voting mechanisms, including written resolutions.
- Stress testing. Targeted updates are proposed to the stress testing requirements, particularly for money market funds (MMFs). Compliance with ESMA’s annual guidelines will now be embedded in the AIF Rulebook.
Supporting capital commitment structures and private asset strategies
Under the proposals fund managers gain flexibility in fund architecture:
- Share class features. Previous CBI guidance on share class features of closed-ended QIAIFs will be embedded in the AIF Rulebook, aligning with the approach taken for ELTIFs, and including open-ended AIFs. This will expressly permit share classes with features such as issuance of shares at a price other than NAV, excuse and exclude provisions, stage investing and management participation. Side letter arrangements will also be expressly permitted, subject to disclosure and no material disadvantage to other investors.
- Cap on offer period. The two-and-a-half-year cap on the initial offer period for closed-ended and limited-liquidity QIAIFs will be lifted. Instead, the chosen period must be disclosed in the prospectus, and investors may reclaim subscription proceeds if the offer period has expired or if the AIFM extends the offer period and the fund has failed to issue units to the investor.
- Current market value cap on warehoused assets. The current market value cap on warehoused assets for QIAIFs is removed, aligning with ELTIFs. This is consistent with AIFMD valuation rules and connected-party safeguards.
Some technical revisions
Several changes are proposed to the AIF Rulebook to correct errors or provide clarification, including:
- QIAIFs will no longer have to embed detailed replacement procedures for the depositary or AIFM in their constitutions, though CBI prior approval of any change is retained.
- The distinction between administrative redemption fees and LMTs is clarified, reducing inadvertent new Annex V LMT compliance requirements.
- References to restriction on issuing bearer securities are deleted in line with the Companies Act 2014.
- Unitholders will be added to the list of entities subject to the connected party dealings requirements, other than redemptions, subscriptions and distributions by unitholders in relation to their fund units.
- Consequential amendments to the ELTIF chapter to align, where appropriate, with the QIAIF framework.
Revised reporting requirements
Rather than embedding templates in the Rulebook, the CBI will require AIFs, AIFMs and depositaries to file the reports “specified on the Central Bank’s website”, enabling agile updates. CP162 introduces several updates to the reporting requirements for depositaries, particularly regarding management account obligations.
Implications for industry
For global sponsors, these proposals are a very positive development. The updates will remove Irish specific requirements which may have been a hurdle to launching certain private asset strategies within Irish regulated fund structures, particularly in the area of private credit and direct lending.
The proposed loan origination updates finally align Irish regulated QIAIFs with a single set of EU rules which will provide more choice of domicile to private fund managers seeking to launch an EU AIF.
Next steps
Stakeholders have eight weeks to respond up to 5 November 2025. The CBI will review all feedback received and publish a feedback statement, with final rules likely to take effect shortly thereafter.
For more information, please any member of the Asset Management & Investment Funds team or your usual ALG contact.
Date published: 10 September 2025
