Registration of a fund founded as Public Limited Company
The provisions of Acts regarding public limited companies apply to the foundation, activities and dissolution of a fund founded as a public limited company unless otherwise provided by this Act.
In order to act, a fund shall enter into a management contract with a management company whereby the fund undertakes to transfer its assets to the disposal of the management company and the management company undertakes to invest the assets of the fund pursuant to the articles of association of the fund with the objective of generating income for the fund.
A fund may be founded only without share subscription. An operating public limited company may be transformed into a fund if all shareholders of the public limited company are in favour of the corresponding amendment to the articles of association.
The foundation agreement of a fund shall, in addition to that provided for in the Commercial Code, include the business name of the management company.
By entry into the foundation agreement of a fund, the founders shall also approve the management contract and, in the case of a public fund, the depositary contract.
In addition to the information provided for in the Commercial Code, the articles of association of a fund shall contain the following information:
1. The objectives of the activities and the fundamental principles of the investment policy of the fund, which shall set out investments into different classes of securities and other assets, more specific restrictions on risk-spreading and limitations on investment, and restrictions in geographical or industrial sectors
2. The procedure for publication of the activities and presentation of the reports of the fund.
Share capital shall be specified in the articles of association of a fund as a minimum and maximum capital whereupon the minimum capital may be less than one-quarter but not less than one-twentieth of the maximum capital.
Before the registration of a fund in the commercial register or, in the case of an operating public limited company, registration of amendments to the articles of association of the public limited company in the commercial register, foundation of the fund or amendments to the articles of association shall be approved by the Financial Supervision Authority.
In order to obtain approval for the foundation of a fund, the members of the management board of a public limited company who are set out in the memorandum of association or, in the case of an operating company, the members of the management board entered in the registry card of the commercial register shall submit a written application and the following information and documents (hereinafter in this Division application) to the Financial Supervision Authority:
1. The memorandum of association
2. The articles of association
3. The management contract
4. The depositary contract if the fund has a depositary
5. Information on the members of the supervisory board and management board of the public limited company, including each member's given name and surname, personal identification code or date of birth in the absence of a personal identification code, residence, educational background, a complete list of places of employment and positions held during the last five years and, in the case of the members of the management board, a description of their duties
6. Information on the auditor of the public limited company, including the name, residence or seat, personal identification code or, in the absence of the identification code, the date of birth or registry code of the auditor
7. Abusiness plan which complies with the requirements provided for this Act.
Confirmation signed by all members of the management board of the fund regarding the accuracy of the information and documents submitted upon application for approval shall be appended to an application and to information and documents which are submitted later in connection with the application.
The Financial Supervision Authority shall make a decision to approve or refuse to approve the foundation of a fund within two months after receipt of all the necessary documents and information, but not later than within six months after receipt of the corresponding application.