Subject to regulations 21 and 26, any subsequent appointment of...
- Directors must appoint the depositary for an OEIC
UK Statutory Instrument
2001
United Kingdom
The Open-Ended Investment Companies Regulations 2001
At a glance
What's here
53 compliance obligations
Penalty landscape
6 of 53 obligations carry an unlimited fine. 1 carries different penalties and 46 have no criminal penalty — flagged in the list below.
Who this Act binds
Plus 11 non-business duties on Crown ministers, regulators, local authorities or tribunals — shown collapsed under each section below.
What this Act requires
Sections that create concrete duties on businesses or carry penalties. Procedural and definitional sections are folded into the “Browse other sections” expander at the bottom of each group. Click any section title to read the source text on legislation.gov.uk.
Schedules
(1) Where the depositary of a company ceases, for any...
- Act on depositary's cessation statement within 14 days
The instrument of incorporation of an open-ended investment company must—...
- Include required statements and provisions in your OEIC's instrument of incorporation
(1) The instrument of incorporation must also contain provision as...
- Include required details in your OEIC’s instrument of incorporation
(1) Subject to sub-paragraph (2), every open-ended investment company must...
- Keep a register of shareholders
(1) Every company must keep an index of the names...
- Keep an index of shareholders and update it within 14 days
In the case of companies registered in England and Wales...
- Keep shareholder register complete and up to date
(1) The register of shareholders must contain an entry consisting...
- Maintain register of shareholders with daily updates
The register of shareholders must contain a monthly statement of...
- Include monthly statement of bearer shares in shareholder register
The register of shareholders of a company must be kept...
- Keep your shareholder register available for inspection at head office
Where any shares are transferred to the company, the company...
- Cancel shares transferred to the company
(1) Where a transfer of shares is made by the...
- Require evidence for designated person's share transfers and adjust register
(1) Where a transfer of shares is made by means...
- Verify authenticity of electronic share transfer instructions
(1) Subject to sub-paragraph (2), in the case of any...
- Register share transfers promptly when valid conditions met
(1) The remuneration of auditors of a company who are...
- Fix auditors' pay via shareholder vote or board decision
(1) A resolution at a general meeting of a company—...
- Notify auditors and circulate representations on removal/appointment resolution
(1) This paragraph applies where a notice of resignation of...
- Convene meeting and circulate auditor's resignation statement to shareholders
(1) Where an auditor ceases for any reason to hold...
Unlimited fine- Send auditor's resignation statement to shareholders or apply to court within 14 days
(1) No person is to act as auditor of a...
Unlimited fine- Act as auditor when ineligible or fail to notify vacating
(1) Every company must appoint an auditor or auditors in...
- Appoint an auditor annually and for first appointment
(1) The auditors of a company have a right of...
Unlimited fine- Give false or misleading information to company auditors
Browse 56 other Schedules — structural / supplementary
On the coming into effect of an authorisation order in...
The depositary of a company may not retire voluntarily except...
The depositary of a company is entitled—
(1) This paragraph applies where copies of a statement have...
The statements referred to in paragraph 1(a) are—
(1) The instrument of incorporation must contain provision as to...
(1) Once an authorisation order has been made in respect...
(1) The provisions of a company’s instrument of incorporation are...
(1) Subject to regulation 50 and to FCA rules, the...
(1) Sub-paragraphs (2) and (4) apply where, in accordance with...
(1) ... The register of shareholders is prima facie evidence...
(1) This paragraph does not apply to any issue or...
(1) This paragraph applies where the aggregate number of shares...
The instrument of incorporation of a company may contain provison...
Where the holder of bearer shares proposes to transfer to...
Nothing in the preceding provisions of this Schedule prejudices any...
A transfer of registered shares that are held by a...
On the death of any one of the joint holders...
In the case of a company which is a participating...
(1) Subject to sub-paragraph (2), section 136 of the Law...
(1) Subject to sub-paragraph (3), section 1(2)(a)(ii) of the Requirements...
(1) Except in the case of any transfer of shares...
(1) A company may, before the end of the period...
(1) Where, in respect of any transfer of shares, the...
A transfer of title to any bearer share in a...
No person is eligible for appointment as auditor of an...
(1) Subject to sub-paragraph (2), the power of the Secretary...
(1) A company may by resolution remove an auditor from...
(1) An auditor who has been removed from office has,...
(1) An auditor of a company may resign his office...
(1) An auditor who has resigned has, notwithstanding his removal,...
(1) If a person ceasing to hold office as auditor...
(1) A person is ineligible for appointment as auditor of...
Section 249(1) of the Act (disqualification of auditor for breach...
If, in any case, no auditors are appointed as required...
(1) The directors of a company, or the company in...
(1) Sub-paragraphs (2) to (5) apply to the appointment, as...
(1) The auditors of a company are entitled—
This Schedule applies to any reconstruction or amalgamation involving an...
An open-ended investment company may apply to the court under...
A public company may apply to the court under section...
(1) The schemes falling within this paragraph are—
An application made by virtue of paragraph 2 or 3...
(1) The provisions of the Companies Act 2006 referred to...
For paragraph 2A of Part III of Schedule 1 to...
In section 38(6) (permitted forms for appropriate schemes), for paragraph...
In paragraph 8(2) of the Schedule to the Limited Liability...
(1) The Uncertificated Securities Regulations 1995 are amended as follows....
For section 1(4)(f) of the Stock Transfer Act 1963 (registered...
(1) Section 26 of the Companies Act 1985 (“the 1985...
(1) Section 199(2A) of the 1985 Act (interests to be...
In section 209(1)(h) of the 1985 Act (interests to be...
In section 220(1) of the 1985 Act (definitions for Part...
In section 716(2) of the 1985 Act (exemptions from prohibition...
In section 718(2) of the 1985 Act (exemptions from application...
In Schedule 1 to the Company Directors Disqualification Act 1986...
Registration by the Authority
Other duties (1) — Crown / regulator
- Authority must register OEIC documents upon authorisation Statutory regulator
Safekeeping of scheme property by depositary
- Appoint a depositary and entrust all scheme property for safekeeping
Segregated liability of sub-funds
- Ensure sub-fund assets are legally ring-fenced and separate
Applications for authorisation
Unlimited fine- Provide false or misleading information in authorisation application
Particulars of directors
- Provide full particulars of proposed directors in authorisation application
Requirements for authorisation
- Meet all authorisation requirements for an open-ended investment company
Representations against refusal of authorisation
Other duties (1) — Crown / regulator
- Authority must give warning and decision notices on refused authorisation applications Statutory regulator
Registrar’s approval of names
- Get FCA approval before changing your OEIC's name
Prohibition on certain names
- Choose a company name that is not prohibited
Registrar’s index of company names
Other duties (1) — Crown / regulator
- FCA must notify Companies House of OEIC name on authorisation or name change Statutory regulator
The Authority’s approval for certain changes in respect of a company
- Notify FCA of specified proposed changes and wait for approval
Procedure when refusing approval of proposed changes
Other duties (1) — Crown / regulator
- Authority must give warning and decision notices when refusing approval of OEIC changes Statutory regulator
Ending of authorisation
Other duties (1) — Crown / regulator
- Authority must secure winding-up steps before revoking OEIC authorisation Statutory regulator
Procedure
Other duties (1) — Crown / regulator
- FCA must give warning and decision notices before revoking fund authorisation Statutory regulator
Procedure on giving directions under regulation 25 and varying them on Authority’s own initiative
Other duties (1) — Crown / regulator
- FCA must follow a set procedure when issuing a direction to an OEIC Statutory regulator
Procedure: refusal to revoke or vary direction
Other duties (1) — Crown / regulator
- FCA must give warning notice and decision notice when refusing or varying a direction Statutory regulator
Information for feeder UCITS
Other duties (1) — Crown / regulator
- Authority must inform feeder UCITS of master UCITS compliance failures and notices Statutory regulator
Dissolution on winding up by the court
Fine up to £200- Fail to register dissolution documents on time
Merger or division of a master UCITS
Other duties (1) — Crown / regulator
- Authority must require winding up of feeder UCITS on master merger or division unless conditions met Statutory regulator
Directors to have regard to interests of employees
- Consider employee interests alongside shareholder interests
Inspection of directors’ service contracts
- Keep directors' service contracts available for shareholder inspection
General meetings
- Hold an annual general meeting each year
Share certificates
- Prepare and deliver share certificates when required
Name to appear in correspondence etc.
- Display company name legibly on letters, documents and website
Particulars to appear in correspondence etc.
- Display company details on letters, documents and websites
Personal liability for contracts and deeds
- Avoid personal liability when acting for an unregulated IC
Punishment for fraudulent trading
Unlimited fine- Carry on business with intent to defraud creditors
Reports: preparation
- Prepare annual and half-yearly reports for your OEIC
Reports: accounts
- Include audited accounts in your annual report to shareholders
Inspection etc. of records kept by the Authority
Other duties (1) — Crown / regulator
- Anyone may inspect the Authority's public register and request copies Statutory regulator
Offences by bodies corporate etc.
Unlimited fine- Company or officer liable for regulatory offence
Evidence of grant of probate etc.
- Accept probate documents as sufficient evidence of grant
Browse 64 other sections — procedural / definitional / commencement
Citation, commencement and extent
Interpretation
Open-ended investment company
FCA rules
Modification or waiver of FCA rules
Notices: general
Publication
The Authority’s procedures
The Tribunal
Cross sub-fund investment
Authorisation
Certificates
The Authority’s approval for conversion of a feeder UCITS
Directions
Applications to the court
Procedure: revocation of direction and grant of request for variation
Information for home state regulator
Power to investigate
Winding up by the court
Dissolution in other circumstances
Winding up of a master UCITS
Winding up of sub-funds
Directors
Removal of certain directors by ordinary resolution
Election to dispense with annual general meetings
Capacity of company
Power of directors and general meeting to bind the company
No duty to enquire as to capacity etc.
Exclusion or deemed notice
Restraint and ratification by shareholders
Events affecting company status
Invalidity of certain transactions involving directors
Shares
Exceptions from regulation 46
Bearer shares
Register of shareholders
Power to close register
Power of court to rectify register
Share transfers
Power incidental to carrying on business
Contracts: England and Wales or Northern Ireland
Execution of documents: England and Wales or Northern Ireland
Execution of deeds or other documents by attorney
Authentication of documents: England and Wales
Official seal for share certificates
Exemptions from liability to be void
Power of court to grant relief in certain cases
Power to provide for employees on cessation or transfer of business
Reports: voluntary revision
Auditors
Mergers and divisions
Register of open-ended investment companies
Companies’ registered numbers
Delivery of documents to the Authority
Keeping of company records by the Authority
Provision by the Authority of documents in electronic form
Documents relating to Welsh open-ended investment companies
Public notice by the Authority of receipt and issue of certain documents
Exclusion of deemed notice
Contraventions
Jurisdiction and procedure in respect of offences
Disclosure under the UCITS directive
Minor and consequential amendments
Revocation etc.
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