Ireland Tightens Substance Requirements for Investment Funds and SPVs
Ireland's substance guidance gets teeth. The "brass plate plus service provider" model faces questions regulators weren't asking before.
The Central Bank of Ireland published updated guidance in January 2026 clarifying substance expectations for investment funds, management companies (ManCos), and special purpose vehicles under its supervision. The guidance doesn't change law, but signals how the CBI interprets existing requirements. Structures that previously passed muster may now face questions.
What the guidance says
The CBI publication addresses what "mind and management" in Ireland actually requires:
Directors: A majority of directors should be based in Ireland or EU with substantive involvement, not nominal oversight. Directors must demonstrate genuine knowledge of fund operations and meaningful time commitment.
Key functions: Risk management, compliance, and oversight functions should have meaningful Irish presence. Full delegation to service providers with only nominal Irish involvement is insufficient.
Decision-making: Evidence that material decisions are made in Ireland, not merely ratified. Board minutes should reflect substantive discussion, not rubber-stamping of decisions made elsewhere.
Resources: Adequate staff and infrastructure to perform regulated activities. "Adequate" now means more than a registered office and annual board meetings.
Why now
Ireland's fund industry grew substantially post-Brexit as UK managers established EU platforms. The CBI granted hundreds of authorizations. Some of those structures involved minimal Irish operations: a Dublin-registered fund, Irish-resident directors who serve on dozens of boards, and all real work done by investment managers in London or elsewhere.
The substance question has been simmering for years. OECD BEPS concerns, EU anti-avoidance directives, and regulatory peer pressure have pushed jurisdictions to demonstrate their structures aren't mere shells. Ireland's guidance responds to that environment.
The CBI hasn't announced enforcement actions, but the guidance signals increased scrutiny. Fund administrators and directors report receiving more detailed questions during authorization renewals and routine supervision.
What this means practically
For existing structures:
Review board composition and director involvement. Directors serving on 40+ boards will face questions about whether they can meaningfully oversee each one.
Document decision-making processes. If the Irish board effectively delegates everything to a UK investment manager, ensure the delegation is properly structured and overseen.
Consider operational buildout. Some structures may need Irish-based personnel beyond directors: compliance officers, risk managers, or operational staff.
For new authorizations:
Applications should demonstrate substance from the start. The CBI is asking more questions at authorization stage about operational arrangements and director capacity.
Budget for meaningful Irish operations, not just registered office costs. The savings from minimal substance may not survive regulatory scrutiny.
The bigger pattern
Ireland isn't unique. Luxembourg has tightened substance expectations. The Netherlands refined its requirements. The era when EU fund jurisdictions competed primarily on flexibility and minimal presence is ending.
This doesn't make Ireland uncompetitive. The country still offers a skilled workforce, established service provider ecosystem, common law legal system, and English language. The competitive advantage shifts from "we'll ask fewer questions" to "we have the infrastructure for meaningful operations."
Structures built for substance from the start face no issues. Structures built to minimize Irish presence while capturing regulatory benefits have more work ahead.
