Setting Up a Fund in Ireland: ICAV, UCITS, and QIAIF Structures

Ireland as a Fund Domicile

Ireland is the second-largest fund domicile in the world (after the United States), with:

• Over €4 trillion in assets under administration
• More than 8,000 funds domiciled in Ireland
• 17 of the world's 20 largest asset managers with Irish fund operations
• Direct regulatory access to the EU single market for fund distribution via UCITS and AIFMD passports

Ireland's fund industry is supervised by the Central Bank of Ireland (CBI), which has developed a reputation for proportionate but rigorous regulation — making Irish-domiciled funds acceptable to institutional investors, sovereign wealth funds, and pension schemes globally.

Fund Vehicle Types

The ICAV (Irish Collective Asset-management Vehicle)

The ICAV was introduced by the Irish Collective Asset-management Vehicles Act 2015 and has rapidly become the dominant Irish fund vehicle. Key features:

• Purpose-built for funds — unlike a PLC or unit trust, the ICAV is designed exclusively as an investment fund vehicle, with no conflicting company law requirements
• Check-the-box eligible — for US tax purposes, an ICAV can elect to be treated as a partnership or disregarded entity under the US "check-the-box" regulations (Treasury Regulations §301.7701-3), making it the preferred vehicle for US investors who require pass-through tax treatment
• No AGM requirement — an ICAV is not required to hold annual general meetings of shareholders, reducing administrative burden
• Flexible share classes — an ICAV can create an unlimited number of sub-funds and share classes without CBI approval
• Migration vehicle — the ICAV Act includes provisions for the re-domiciliation of foreign funds into Ireland as ICAVs

UCITS (Undertakings for Collective Investment in Transferable Securities)

UCITS is the EU's harmonised retail fund framework, governed by the UCITS Directive (2009/65/EC), transposed into Irish law via the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011.

UCITS funds are:

• Passportable across all EU/EEA member states — a UCITS authorised in Ireland can be marketed to retail investors in any EU country without additional local authorisation
• Recognised globally — UCITS is accepted for distribution in over 80 countries, including major markets in Asia, Latin America, and the Middle East
• Subject to investment restrictions — UCITS must comply with diversification requirements (no more than 10% in a single issuer), eligible asset rules (primarily transferable securities, money market instruments, and derivatives), and leverage limits

Ireland is the largest UCITS domicile in Europe, hosting approximately €3.2 trillion in UCITS assets — ahead of Luxembourg.

QIAIF (Qualifying Investor Alternative Investment Fund)

The QIAIF is Ireland's professional investor fund vehicle, designed for alternative investment strategies (hedge funds, private equity, real estate, private credit). Key features:

• Minimum subscription: €100,000 (investors must self-certify as qualifying investors)
• No investment restrictions — QIAIFs are not subject to UCITS-style diversification or eligible asset rules, making them suitable for concentrated, illiquid, or leveraged strategies
• Fast-track authorisation: The CBI operates a 24-hour filing process for QIAIFs where a CBI-authorised AIFM and depositary have been appointed — authorisation is granted within 24 hours of submission
• AIFMD passport — QIAIFs managed by an authorised AIFM can be marketed to professional investors across the EU/EEA under the AIFMD passport

Other Vehicles

• Investment Limited Partnership (ILP) — revitalised by the Investment Limited Partnerships (Amendment) Act 2020, the ILP is increasingly used for closed-ended PE and VC funds (similar to the Cayman Exempted Limited Partnership or the Luxembourg SCSp)
• Common Contractual Fund (CCF) — a tax-transparent fund vehicle primarily used for institutional investors seeking to claim treaty benefits on underlying investments (the CCF is "looked through" for tax purposes)
• Unit Trust — the original Irish fund vehicle, still used but increasingly replaced by the ICAV

Regulatory Process

UCITS Fund

1. Appoint service providers: UCITS management company (Irish-authorised ManCo), depositary (Irish-authorised custodian bank), administrator, auditor
2. Draft documentation: Prospectus, supplement (for each sub-fund), KIID/KID, constitutional document
3. Submit to CBI: The CBI reviews UCITS applications on a review and comment basis — expect 2-3 rounds of comments over 8-12 weeks
4. Authorisation: CBI issues authorisation upon satisfactory completion of all comments

QIAIF

1. Appoint service providers: AIFM (Irish-authorised or EU-authorised), depositary, administrator, auditor
2. Draft documentation: Private placement memorandum, subscription documents, constitutional document
3. Submit to CBI: The CBI's 24-hour fast-track process applies where a CBI-authorised AIFM and depositary are in place — authorisation is issued within 24 hours of filing
4. No CBI review of documentation: The CBI does not pre-review the offering documentation for a QIAIF — the AIFM and its legal advisers are responsible for ensuring compliance

Costs

Cost Component	UCITS	QIAIF
CBI authorisation fee	€3,000 per sub-fund	€3,000 per sub-fund
Legal setup costs	€30,000-€80,000	€20,000-€50,000
First-year administration	€40,000-€100,000	€30,000-€80,000
Depositary fees	€15,000-€50,000/year	€10,000-€40,000/year
Audit	€10,000-€30,000/year	€8,000-€25,000/year
Total first-year costs	€100,000-€260,000	€70,000-€200,000

Ireland vs Luxembourg

Factor	Ireland	Luxembourg
UCITS AUM	~€3.2 trillion	~€2.8 trillion
AIFMD AUM	~€900 billion	~€1.2 trillion
Authorisation speed (AIF)	24 hours (QIAIF)	1-2 weeks (RAIF) / 2-4 months (regulated)
Check-the-box (US investors)	Yes (ICAV)	Yes (SCSp for LP structures)
Corporate tax	12.5% (trading) / 25% (non-trading)	24.94% (combined CIT + municipal business tax)
Tax on fund income	Generally exempt	Exempt (SIF, RAIF, UCITS Part II)
Subscription tax	None	0.01%-0.05% per annum on NAV
Language	English	French/German/Luxembourgish (English widely used)
Legal system	Common law	Civil law

When to Choose Ireland

• US investors — the ICAV's check-the-box eligibility is a decisive advantage
• UCITS distribution — Ireland's UCITS infrastructure is the most developed globally
• English-speaking requirement — for managers and investors who operate exclusively in English
• Fast-track AIF authorisation — the 24-hour QIAIF process is unmatched

When to Choose Luxembourg

• European PE/VC — Luxembourg has a deeper tradition and infrastructure for closed-ended PE fund structures
• Multi-jurisdictional ManCo platform — Luxembourg SuperManCo structures are well-established
• Continental European investor base — some continental institutional investors prefer a Luxembourg domicile

Tax Treatment of Irish Funds

Irish-authorised investment funds are generally exempt from Irish tax on their income and gains:

• No Irish tax on fund-level income (interest, dividends, capital gains)
• No exit tax on non-Irish-resident investors (subject to completion of a non-resident declaration)
• 25% exit tax on payments to Irish-resident investors (deducted at source by the fund administrator)
• No Irish withholding tax on distributions to non-resident investors

Key Takeaways

• Ireland is the second-largest fund domicile globally, with over €4 trillion in assets and 8,000+ domiciled funds
• The ICAV is the vehicle of choice — purpose-built for funds, check-the-box eligible for US investors, and flexible in share class creation
• UCITS authorisation takes 8-12 weeks; QIAIF authorisation takes 24 hours (with pre-appointed service providers)
• Irish funds are generally tax-exempt at fund level, with no withholding tax on distributions to non-resident investors
• Ireland is the preferred domicile for UCITS and for AIFs targeting US investors; Luxembourg is stronger for continental European PE structures