Home / CY AIF Law of 2018 / PART ΙΙ: PROVISIONS REGARDING THE ALTERNATIVE INVESTMENT FUNDS / Chapter 8: Special provisions / Part 2 - Fixed or variable capital investment companies / [59] Content of instruments of incorporation of an investment company.
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59. Content of instruments of incorporation of an investment company.
(1) The instruments of incorporation of the investment company shall be a single document even when the investment company is an umbrella AIF. The instruments of incorporation of the AIF are prepared by-
(a) the investment company, in case the AIF is internally managed in accordance with article 6(2)(a), or
(b) its external manager, in case the AIF is externally managed in accordance with article 6(2)(b),
and approved by the Securities and Exchange Commission:
It is provided that, the provisions of this section shall apply to AIFLNPs as if the reference to article 6(2) is a reference to article 125(1).
(2) By acquiring units of an investment company, it is presumed that the unitholder has accepted its instruments of incorporation.
(3) The instruments of incorporation of an investment company, in addition to the information required by the Company Law, when this is not in conflict with this Law, shall contain, at least, the following:
(a) the name of the company and if it is a variable or a fixed capital investment company, the name of the external manager, where an external manager is appointed, and the name of the depositary
(b) the investment objective of the investment company, from which the investment goals and its investment policy are determined;
(c) the category of the investors to which it is addressed;
(d) the duration of the investment company or the reference that its duration is indefinite;
(e) the capital of the investment company, the valuation principles and the valuation policies of its assets, the rules for the calculation of its net asset value, of the marketing price, redemption price or repurchase price of its units and the method used to communicate those prices to the unitholders; additionally, in the case of an AIFM, which is an internally managed AIF or an investment company which is externally managed by an AIFM, the information of article 19 of the Alternative Investment Fund Managers Law shall be included.
(f) the conditions for the issue, marketing, cancellation, redemption or repurchase of units and the conditions under which the redemption or repurchase of the units may be suspended, as well as reference to the fact that the suspension of the redemption or the repurchase of units may be decided by the Securities and Exchange Commission at its own initiative;
(g) the duration of the financial year and its closing date;
(h) the fees and commissions of its external manager, where an external manager is appointed, and of its depositary as well as the method of calculation of their fees and commissions;
(i) the expenses charged on the investment company;
(j) the rules regarding the distribution of proceeds and profits to its unitholders, and in particular the time and procedure of the distribution;
(k) the procedure regarding the amendment of the instruments of incorporation of the investment company;
(l) the reasons for the dissolution of the investment company;
(m) a term forbidding the issue of bearer units.
(4) Without prejudice to the provisions of section (3) and by way of derogation from article 4(4)(a) of the Company Law, the articles of association of a variable capital investment company shall include, in relation to its share capital, the following:
(a) the issued share capital of the variable capital investment company shall be equal to shall be equal to its respective net asset value after deducting its liabilities;
(b) the share capital of the variable capital investment company shall be divided to a number of shares without nominal value, but with variable value;
(c) the shares of the variable capital investment company shall be redeemed upon a request by its shareholders, directly or indirectly by its assets:
It is provided that, the variable capital investment company shall include in its articles of association any other provision that the Company Law requires to be included in the articles of association of a variable capital investment company.
(5) The instruments of incorporation of the investment company shall be drawn up in an official language of the Republic or in an official language of the Republic and in English or only in English, if the information of article 12 regarding the authorisation of the investment company has been submitted to the Securities and Exchange Commission only in English in accordance with article 12(7).
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