Undertakings for Collective Investments in Transferable Securities (UCITS)
Undertakings for Collective Investment In Transferable Securities, or UCITS, are essentially CISs which, having satisfied those additional legal and regulatory requirements set out in the UCITS Directive, in both form and substance, may avail themselves of a larger market for the sale of their units by “passporting” their units into any EEA or EU member state without the requirement of licensing in each new member state.
In order to qualify as a UCITS fund, a scheme must satisfy the following requirements:
- it must have as its sole object the collective investment of capital raised from the public in transferable securities (e.g. shares in companies, securities equivalent to shares in companies, bonds and other debt securities and other negotiable securities) and/ or in other liquid financial assets, and be operated on the principle of risk-spreading;
- the units in the fund must be capable of repurchase or redemption at holders’ request directly out of those undertakings’ assets (which effectively disqualifies closed-ended schemes);
- it must be constituted as a mutual fund or other equivalent contractual scheme, managed by a management company, an investment company/ limited partnership with variable share capital, or a unit trust;
- the units in the fund are to be promoted for sale to the public within the Community and must not have any prohibition under the trust deed or the investment company’s articles;
- must conform with the UCITS Directive.
Additionally, Malta-based UCITS must satisfy the requirements and procedures set out in the Undertakings for Collective Investment in Transferable Securities and Management Companies Regulations.
Before marketing its units within the territory of any other EU or EEA member state, a UCITS is required to inform the relevant foreign authority/ies of its intention to market its units in that jurisdiction and furnish the relevant authority with its constitutive documents, prospectus, annual and half-yearly reports, together with all relevant details pertaining to the arrangements made for the marketing of the units in that territory.
Once such information and documentation is furnished to the relevant authority/ies, a period of 2 months is allowed within which the relevant authority/ies may raise any objections relating to the non-compliance with any specific requirement. If no such objection is raised within this 2-month period, the UCITS may commence marketing its units in the relevant jurisdiction/s. A corresponding procedure has been provided for the marketing of European UCITS in Malta.