Part 24 – Investment Companies

7 Chapters – Section 1404 to 1415

Part 24 Chapter Overview

Chapter 1 – Preliminary and interpretation

Chapter 2 – Incorporation and reorganization

Chapter 3 – Share capital

Chapter 4 – Financial statements

Chapter 5 – Winding up

Chapter 6 – Restorations

Chapter 7 – Public offers of securities, prevention of market abuse etc.

Chapter 8 – Umbrella funds and sub-funds

Chapter 7 – Migration of funds

Part 24 Summary

The law relating to investment companies with variable capital.

What is new?

These companies are a type of PLC and the current relevant law is largely restated in Part 24 of the Act. Part 24 states that Part 17 only deals with PLCs which are not investment companies. The relevant law for Non UCITS is now contained in Part 24. Certain provisions of the UCITS Regulations are applied. It should be noted that directors’ compliance statements will not be required for companies to which Part 24 applies. The Act sets out the specific objects which these companies must have.

What is different?

A model form Memorandum and Articles of Association is available for investment companies for the first time.  Constitutions of investment companies already in existence will continue except to the extent to which they are inconsistent with the Act. An investment company which has listed securities must provide a director’s compliance statement. An investment company which has been struck off the Register of Companies may only apply to the court to be restored within 2 years of the date of dissolution.

What are the Key Points?

• Director’s compliance statements not required
• Model Memorandum and Articles available
• Must have objects as specified in the Act

What do accountants need to do?

If an accountant is acting for an investment company he must be aware of the relevant law in relation to the preparation of financial statements in accordance with an alternative body of accounting standards (ABS).

What do companies need to do?

Companies should be aware of the law on how they can be established or migrated into the state and they ways in which they can be wound-up and restored if necessary.