Dedicated RICC Structures and IC


Malta has sought to provide established operators and start-ups alike a legislative and regulatory environment that, whilst in conformity with EU legislation, addresses their commercial needs.



The RICC


Directly targeting fund platform providers, the Companies Act (Recognised Incorporated Cell Companies) Regulations permit the creation of (or conversion into) an incorporated cell company type vehicle where the “core” or RICC’s activities  is limited to providing, in exchange for payment of a platform fee, certain administrative services to its ICs.


Albeit falling short of fully fledged fund administration services, the range of permitted administrative services for RICCs covers the typical platform type services such as assistance in setting up ICs, assistance in selecting as well as contracting with external service providers, standardisation of documentation for the IC as well as other ancillary services approved by the competent authority (the “MFSA”).


As the RICC is itself a separate company, its shareholders are able to benefit from Malta’s tax regime for limited liability companies.


In terms of the RICC Regulations, the RICC is required to apply for a recognition certificate in terms of Article 9A of the Investment Services Act and, in this regard, the MFSA issued a new sub-set of Investment Services Rules for Recognised Persons outlining the recognition requirements and application documentation required as well as setting-out the on-going requirements for RICCs.



Advantages


ICs offer better segregation than sub-funds (separate legal entities vs. distinct patrimony).


Cross-IC investment clearly provided for as well as intra-IC contracting permitted (separate legal entities vs. patrimonies with no legal personality relying on that of the SICAV).


Allows the fund platform promoter (the RICC) to generate revenue streams from a platform fee.


Could potentially permit multi-manager / multi-depositary fund platforms under UCITS and AIFMD.



The ICs of RICCs


Retaining all of the features of the ICC regime for ICs (and an additional one), the RICC Regulations permit the creation by the RICC of ICs established as SICAVs or INVCOs.


A welcome addition to the RICC Regulations in comparison to the ICC Regulations is the removal of the restriction of ICs, in turn, establishing segregated sub-funds thus allowing more structuring flexibility.


Legal personality for ICs comes at a cost. Each IC is required to comply with all the requirements applicable to standalone SICAVs / INVCOs under the Companies Act including the payment of annual return fees, filing of accounts, tax returns, compliance costs, etc.


Besides the cost-savings and other efficiencies through centralisation and standardisation when compared to separate stand-alone CIS, the RICC model offers another selling point and benefit for fund platform operators.


With each IC being a company in its own right, an RICC fund platform offers ICs with different managers and allows the addition of the depositary of choice for each IC promoter.