The Central Bank of Ireland (the “Central Bank“) today published an Industry Communication clarifying the 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 last month 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 (collectively, “Managers“) 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 is limited solely to name changes that are required in order for UCITS and AIFs to comply with the Guidelines. Other changes, for example 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. 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.

In connection with the introduction of this streamlined filing process to address the Guidelines, a previous filing process established in 2022 for pre-contractual document updates based on the SFDR Level 2 requirements will be closed with effect from 18 October 2024. After that date, any submissions related to SFDR Level 2 implementation must be submitted in line with standard post-authorisation process. It is expect that the mailbox for filings in respect of the Guidelines will be available from 23 October 2024.

The Central Bank also published details of a process change for submission of UCITS mergers, AIF amalgamations and applications for clearance of investment managers and non-EU AIFMs.

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