Significant modernisation of the Central Bank's AIF Rulebook

On 5 May 2025, the Central Bank of Ireland (Central Bank) published its Feedback Statement to Consultation Paper 162 (CP162) together with a revised edition of the Alternative Investment Fund Rulebook (AIF Rulebook). 

The publication of the revised AIF Rulebook follows the implementation of national legislation (S.I. No. 181 of 2026) (the Transposing Regulations) transposing Directive (EU) 2024/927 (AIFMD II) amending AIFMD into Irish law effective 1 May 2026, except for the provisions in respect of the enhanced regulatory reporting obligations which will come into operation on 16 April 2027.

The revised AIF Rulebook reflects the most significant enhancements to Ireland’s regulatory framework for AIFs and in particular Qualifying Investor AIFs (QIAIFs), since its original publication in 2013, in order to support the implementation of AIFMD II and the Department of Finance Funds Sector 2030 Final Report recommendations. Please refer to our previous advisory entitled "Reform of Irish private fund regulatory rules" to recap on the key proposals included as part of CP162.

During the CP162 consultation period, a total of 15 responses were received, which also saw extensive consultation between representatives from the Irish funds industry and the Central Bank. Overall, respondents were supportive of the proposals - and the Central Bank did adjust its position on several points.

Key AIF Rulebook developments include: 

• Full alignment of loan origination provisions with AIFMD II Requirements: the removal of the restriction on AIFs granting loans/acting as a guarantor for third parties, as well as the highly prescriptive loan originating QIAIF chapter. Going forward, AIFs wishing to originate loans and  loan-originating AIFs will need to comply with the requirements of AIFMD II, as transposed into Irish law by the Transposing Regulations. Non-EU AIFMs are restricted to managing closed-ended loan-originating QIAIFs, pending adoption of ESMA's draft RTS for open-ended structures.
  
  
• Liquidity management: the incorporation of harmonised disclosure and notification requirements for the selection and operation of liquidity management tools (LMTs), reflecting the AIFMD II requirements and also providing for AIFMs of open-ended AIFs to select further LMTs in addition to those defined in the Transposing Regulations. AIFMs should consider selecting at least one quantitative based LMT and at least one anti dilution tool when selecting the appropriate minimum LMTs.
  
  
• Investment through subsidiaries and intermediary investment vehicles:  the removal of a number of onerous and ancillary requirements regarding the operation of Irish and non-Irish subsidiaries.
  
  
• Retail Investor AIFs: the Retail Investor AIF chapter has been substantially revised to align with AIFMD II, including the removal of the restriction on granting loans, the introduction of harmonised LMT rules and revised performance fee verification expectations (in line with a similar approach taken for QIAIFs and ELTIFs).
  
  
• Miscellaneous: a number of other helpful technical amendments are reflected in the final AIF Rulebook, in particular to facilitate the smooth operation of alternative investment funds. These include the incorporation of capital commitments into the QIAIF subscription mechanism, the application of existing guidance on share class features across both open-ended and closed-ended QIAIFs, the relaxation of significant influence requirements and the removal of the equal treatment requirement for shareholders in a share class.

The Central Bank has indicated that further changes to the Retail AIF regulatory rules and requirements will be considered as part of the proposed broader review of the AIF framework with a view to supporting the Savings and Investment Union (SIU) initiative and to complement the growth of the European Long-Term Investment Fund (ELTIF 2.0) for retail investors.

Conclusion 

The publication of the revised AIF Rulebook following the enactment last week of the Transposing Regulations is an extremely positive and welcome development, marking a decisive move toward EU level alignment and implementing targeted measures to improve in particular Ireland's private funds regime. The AIFMD II driven LMT regime is embedded across AIF types; loan origination has been rationalised by deleting legacy domestic rules in favour of direct compliance with AIFMD II requirements and a range of miscellaneous updates to the AIF Rulebook will better support the establishment and operation of private market funds.

The focus now will turn to fully digesting the revised AIF Rulebook provisions and incorporating the necessary updates to fund governing documents (constitutional documents, prospectuses and supplements). While the Central Bank has not provided a transitional framework for existing funds to implement the revised AIF Rulebook, its streamlined filing process will facilitate orderly updates to key fund documentation. As the timing of updates may vary across funds, more than one filing of documents is expressly permitted in the streamlined filing process and there is currently no set date for its closure.

The transposition of AIFMD II into Irish law also paves the way for the Central Bank to finalise the reforms to the Central Bank UCITS requirements via a separate consultation process (CP161).

We have also published a separate briefing considering the fund finance implications of these changes.