The Front Page, Asset Management & Investment Funds: Irish Practice Developments
The Front Page, Asset Management & Investment Funds: Irish Practice Developments
Some Approaching Deadlines
12 June 2017. GoAML. Date for the introduction of new software called GoAML by which all STRs are to be filed with the FIU (see below).
30 June 2017. Sub-Fund Profiles. Deadline for filing the Investment Funds Annual Sub-Fund Profile Return on the Central Bank's ONR.
30 June 2017.FATCA/ CRS. Deadline for FATCA and CRS reporting for 2016 (see below).
11 August 2017. ETF Discussion Paper. Deadline for responses to CBI discussion paper on Exchange Traded Funds.
This list does not cover ad hoc filings (such as regulatory reports) or filings of annual accounts (and related documents which include the annual FDI Return) and semi-annual accounts because these dates will vary to reflect the particular year end.
Central Bank Markets Update
The Central Bank of Ireland (Central Bank) issued a Markets Update on 15 May 2017:
The Central Bank published a discussion paper (DP) on Exchange Traded Funds. The deadline for response is 11 August 2017.
The Central Bank helpfully set out an ETF overview in the schedule to the DP and seeks stakeholders' views on a number of areas which include ETF dealing, distinctive ETF risk factors, particular types and features of ETFs as well as ETFs and market liquidity. The Central Bank hopes that responses to the DP will:
"galvanise a deepened exchange of views on ETFs",
assist the Central Bank in contributing effectively and influentially to international discussions on ETFs,
consider the existence of risks in ETFs' primary dealing mechanisms and determine whether any such risks are well understood by regulators, and
consider a number of over-arching themes such as investor expectation, liquidity and the increasing popularity of ETFs.
From Monday 12 June all suspicious transaction reports (STRs) are to be submitted to the Financial Intelligence Unit (FIU) of an Garda Siochána by way of a new software solution, namely GoAML.
GoAML is a software solution developed by the UN office of drugs and crime which allows rapid and secure exchange of information between the FIU, reporting entities and law enforcement and intelligence authorities. From 12 June, all communications (including STRs) between the FIU and reporting entities will be conducted through the message board function within the GoAML application. GoAML is expected to improve information flow on trends, typologies, alerts etc.
It is important that all Reporting Entities register as a user as soon as possible after 12 June 2017 so that they are prepared for filing STRs and so that they receive any alerts and communications on trends and typologies as soon as they issue. It is not possible to register in advance of 12 June.
Dual reporting of STRs remains a requirement and all Reporting Entities must submit STR’s to both the FIU and the Office of the Revenue Commissioners. The Office of the Revenue Commissioners will accept a printed copy of the STRs submitted on GoAML, and this printed copy can be posted to the Office of the Revenue Commissioners directly.
Central Beneficial Ownership Register for Companies and Industrial and Provident Societies
The Companies Registration Office (CRO) website was updated to reflect that the Department of Finance will make a Statutory Instrument (SI) appointing a Registrar of Beneficial Ownership of Companies and Industrial and Provident Societies who will be responsible for the establishment and maintenance of the central beneficial ownership register (BOR) in respect of those particular corporate entities. It is expected that this role will be assigned as a separate legal responsibility to the Registrar of Companies.
A central register of beneficial ownership of corporate and other legal entities is required by the 4th EU Anti-Money Laundering Directive. It will capture the information obtained by virtue of the European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2016 (the 2016 Regulations) which came into operation on 15 November 2016, as detailed in our In Focus paper on the topic.
In advance of the passing of this SI, the CRO provided information in relation to how the BOR is planned to operate as detailed here. However, it now appears that the timing of the SI has moved. Current indications from the CRO are that the central register will not go live until September/ October with a 3 or 6 month transition. We will know more when the SI issues and will update you then.
Companies (Accounting) Act 2017
The Companies (Accounting) Act 2017 has been signed by the President but, as far as we know, has not yet been commenced, i.e. has not yet entered into force. The main purpose of the Companies (Accounting) Act 2017 is to transpose the EU Accounting Directive 2013/34/EU (as amended) into Irish law. The provisions which are of particular interest to Investment Funds are set out below.
Filing of financial statements by an investment company. Section 86 of the Accounting Act 2017 amends the Companies Act, 2014 by the insertion of a new section 1401A(1) which obliges AIF investment companies to file financial statements and directors' reports with the CRO.
Amendments to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011. Section 100 of the Accounting Act 2017 amends the 2011 UCITS Regulations by the insertion of a new Regulation 42A which obliges UCITS investment companies to file financial statements and directors' reports with the CRO. Moreover, section 100 also substitutes a new Regulation 93 so that the auditors' report should comply with section 336 of the Companies Act, 2014 and the Statutory Audit Regulations 2016.
Amendments to the European Union (Alternative Investment Fund Managers) Regulations 2013. Section 101 of the Accounting Act 2017 amends Regulation 23 of the 2013 Regulations, by inserting a new paragraph 4(A) after Regulation 23(4) so that the auditors' report should comply with s. 336 of the Companies Act, 2014 Act and the Statutory Audit Regulations 2016.
Heretofore, investment companies (whether UCITS or AIFs) have not been obliged to file accounts with the CRO in addition to their filing obligations with the Central Bank. This exemption from filing is not available under the EU Accounting Directive 2013/34/EU (as amended). The commencement order will likely clarify the financial years which will be subject to mandatory CRO filing of financial statements and directors' reports.
From 1 January 2016, in addition to the requirement to identify and confirm the status of investors from a U.S. tax perspective under FATCA, there is an additional requirement to identify and confirm the tax residence status of all new and existing Investors under the Common Reporting Standard (CRS). The Irish Funds FATCA/ CRS Working Group has updated the self-certification forms for both individuals and entities in order to reflect the guidance and commentary from Irish Revenue, the IRS and the OECD. For copies of the forms or for additional information on FATCA and CRS, please speak with your usual contact on the A&L Goodbody Asset Management & Investment Funds team. You may also find it useful to refer to the Irish Revenue AEOI Portal and the OECD CRS information portal.
FATCA reporting for year ended 2016 is due to be filed electronically with the Irish Revenue via the Revenue On-Line System (ROS) by 30 June 2017. In addition, this year Irish Financial Institutions are also required to submit annual returns with respect to the year ended 2016 under the CRS, these are due to be reported via the ROS by 30 June 2017. Revenue prepared comprehensive Filing Guidelines for both FATCA and CRS. The Guidelines detail the filing process from registration of the Financial Institution as a reporting entity under both FATCA and CRS through to completion and filing of the returns, including detail on the new filing facility for submitting ‘nil’ returns via the ROS.
Speech by Gerry Cross, Director of Policy and Risk at the Central Bank
Gerry Cross, Director of Policy and Risk at the Central Bank gave a speech which focussed on the evolution of the financial regulatory agenda since the start of the financial crisis in 2007, and the challenges facing the Irish and European financial system in the coming years from Brexit.