Fund Services

IC Incorporated Cell Funds

Formation Requirements of an Incorporated Cell (IC) Fund

While an IC is a legal entity, the formal formation requirements of a RICC-hosted IC differ in some aspects from those of a “stand-alone” SICAV or SICAF:

  • An IC must have a name separate to that of the RICC, which may however be similar to the RICCs name, provided it creates no confusion
  • The IC’s name must have the words “IC” or “Incorporated Cell” included in its name and in its Memorandum & Articles of Association (M&As)
  • An IC must have its own M&As, entered into by the RICC (subscribes at least one share in the IC) and any other shareholder; an IC may however not own shares in its host RICC
  • An IC may own shares in another IC hosted by the same RICC, thereby providing for cross-investments between ICs
  • An IC must have the same registered address as its RICC host
  • The company secretary of an RICC and of an IC may be a body corporate
  • An IC may have the RICC as its only shareholder, which would not trigger the provisions of the Companies Act regarding single member companies
  • Amendments to the M&As of an IC must be made by extraordinary resolution of the IC, once the written approval of its RICC is obtained
  • ICs may establish segregated sub-funds
ICs are allowed to migrate in and out of their RICC and either relocate to another host RICC or establish themselves as separate independent investment schemes.

Characteristics of an Incorporated Cell (IC) Fund

An IC is a limited liability company with separate legal personality. An IC is however not necessarily a subsidiary of its RICC (a RICC is only obliged to subscribe to one share of the IC, but may subscribe to more). An IC may not be a RICC, but is either a SICAV or a SICAF, each duly licensed as a collective investment scheme or fund.

In order to benefit from the advantages of a RICC an IC should use the standard forms provided by its RICC and it should not amend such documents without the prior written approval of the RICC. It is however possible to tailor such agreements to the specific needs.

RICCs and ICs, by virtue of this status alone, cannot enter into transactions on behalf of each other. The provisions of the Companies Act and of the Investment Services Act apply to RICCs and ICs.

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