Following the publication of its process clarification on 27 September 2024, the Central Bank of Ireland (the “Central Bank“) has today published an Industry Communication clarifying the revised filing procedure for UCITS and AIFs to comply with upcoming pre-contractual documentation (prospectus/supplement/SFDR annex) update requirements, where applicable.

The process clarification relates to changes resulting from the European Securities and Markets Authority’s (“ESMA“) Guidelines on funds’ names using ESG or sustainability-related terms (the “Guidelines“).

The Guidelines were published on 21 August 2024 and apply from 21 November 2024 (the “Application Date“) for new UCITS and AIFs. Managers of funds existing before the Application Date should apply the Guidelines in respect of those funds from 21 May 2025. The timing of the Guidelines was covered in our recent Insights Blog.

The Guidelines set out recommendations for UCITS management companies and Alternative Investment Fund Managers (“AIFMs”) on the use of ESG and sustainability-related terms in the name of a UCITS or an AIF, as applicable.

To facilitate orderly implementation of the Guidelines, the Central Bank has established a streamlined filing process for UCITS and AIFs seeking a change of name and for updates to fund prospectuses, supplements and SFDR annexes based on the requirements set out within the Guidelines. The Central Bank has set out what documents are required to be filed with the Central Bank as part of the process and the relevant mailbox to be used. UCITS management companies and AIFMs will be required to certify compliance with the Guidelines via an attestation that must be submitted to the Central Bank with the request seeking a change of name of the UCITS or AIF.

This streamlined filing process was originally limited solely to name changes that are required in order for UCITS and AIFs to comply with the Guidelines. The broadened scope, covered in today’s communication, means that in addition to changes to fund names, funds are allowed to incorporate minor changes to disclosure in the offering documentation and pre-contractual documentation made solely for the purpose of bringing the fund into compliance with the Guidelines’ requirements. Other changes, for example material changes to SFDR-related disclosures in the prospectus, supplement, or SFDR Annex or the reclassification of a fund, should be submitted via the Central Bank Portal in line with the standard post-authorisation process.

Where minor changes to SFDR-related disclosures in the prospectus, supplements and SFDR annexes, which may also include a change to fund name are made, additional certifications are required. The board of the fund and the fund’s legal advisor shall attest that:

• the amendments made do not represent a material change to either of the investment objective, investment policy, strategy or risk profile of the fund; and
• the amendments have been made solely to bring the fund into compliance with the Guidelines.

The process clarification also addresses scenarios where there are pre-existing submissions under review with the Central Bank.

In terms of timing, the Central Bank has clarified that filings must be made within the transition period (21 November 2024 to 21 May 2025) for existing in-scope funds. For newly-established funds, the Guidelines will be applicable from 21 November 2024 and new UCITS or AIFs created on or after the Application Date should apply the Guidelines immediately. After 21 May 2025, the streamlined process will no longer be available for existing funds seeking to comply with the Guidelines and where an application for a change of name is submitted to the Central Bank after 21 May 2025, the name change and pre-contractual disclosures will be reviewed as part of the normal review process.

For any further details or information on the Guidelines or the filing process, please contact your usual Arthur Cox contact.