Collective investment institutions are an attractive way to invest in different assets together with other participants. Through these tools you can develop startups, implement business plans and make big projects. But not every investor is well aware of what CII is. Let’s explain them in more detail.
How can CII be classified?
First of all, let’s look at the forms in which collective investment institutions can work. According to the degree of “openness” we can distinguish the following types of CII:
- Open. At the request of the participants at any time carry out the redemption of securities;
- Interval. Buy assets at the request of participants, but within a strictly defined period, which is determined by the prospectus of the issue of securities;
- Close. Don`t organize redemption at all, with the exception of participants’ claims for early redemption (only in cases approved by the rules of the CII itself).
Collective investment institutions can also be divided into urgent and indefinite. The first, clearly, are created and work for a specific period of time (as a rule, this includes closed CII) the second are based on an indefinite term.
There is also a classification of CII by the type of assets they own. There are institutes:
- money market;
- bonds (including government);
- shares;
- bank metals;
- real estate;
- debt obligations;
- corporate rights.
At the same time, the legislator has set restrictions – financial instruments that cannot be owned by CII. The list includes assets that:
- issued by the depository, appraiser or custodian of the assets of the initial CII. These are persons who have a contractual relationship with the collective investment institutions;
- were issued by foreign organizations and states, but not admitted to one of the world exchanges;
- issued by other CII or credit institutions, whose investment level does not meet the international standard. These assets can be owned, but their total value should not exceed 20% of the total mass of all financial instruments;
- document of title securities or pledges;
- are certificates of real estate funds or privatized securities.
It is also not possible to have agreements on participation in the Building Financing Fund ( BFF) and banking metals from credit institutions with a weak rating level.
Despite these distinctions, in practice all collective investment institutions are more commonly classified according to their official form (there are either mutual funds or Corporate Investment Funds, in accordance with the special Law of Ukraine №5080-VI). Undoubtedly, one of the most attractive options is a corporate investment fund, which is worth discussing in more detail.
What is the place of CIFs among the collective investment institutions?
Investment funds appeared in Ukraine back in 1994, but their official classification was approved only in 2001 – with the adoption of the thematic law. At the same time, the first mention of CIFs was made. At this moment, this form of CII is set out in detail in the legislation, but this does not cancel their notable features, which are worth remembering.
The key characteristics of CIFs are as follows:
· they are legal entity;
· Set up in the form of joint-stock companies, but the thematic rules relating to the JSC do not apply to the CIF (!)
· issue their shares on the market;
· are considered created from the moment of state registration (there is an important nuance here, which will be discussed a little later).
Corporate investment funds can be:
- Diversified;
- Specialized;
- Qualifying (created specifically for certain individuals and transactions);
- Non-diversified.
There are fundamental limitations in the work of CIFs, which are dictated by the legislator. Thus, corporate investment funds cannot:
- issue securities, except for own shares;
- pledge assets to third parties;
- dump the value of their assets;
- refuse to buy out if there is no direct reason;
- provide loans;
- create reserve funds.
Since CIFs themselves market their assets, the legal status of a participant can be obtained in a simple way: to buy the issued shares. The fact of participation in a corporate investment fund gives “shareholders” the opportunity to:
- manage the activities of the CIF;
- appoint and recall representatives;
- receive dividends;
- participate in the distribution of profits.
There is no specific minimum number of participants for CIFs. In practice, this means that even one person can own all the shares of the fund. For qualifying CIFs, however, restrictions may be placed on the participation of individuals (if they are created for participating organizations).
How to open a CIF in Ukraine?
Being a legal entity, CIF is fully accountable to the Ukrainian legislation. If you decide to open a corporate investment fund, then be ready to distinguish at least 2 months on the realization of registration procedures. It is extremely desirable to secure the support of branch lawyers that know the specific of registration of CIFs. In another case, you will be stuck in the permanent processing of documents, and a term will delay by 6 and more months.
Note that the CIF is created in stages. Specific stages:
- Drafting a project of the Statute of the Foundation and Adoption by the founder of the creation.
- Approval of the Statute at the NCSSM (National Commission on Securities and Stock Market).
- Registration of the first stock issue.
- Registration of an international code for shares.
- Conclusion of a treaty with a depositary and a certificate deposit.
- Primary distribution for founders.
- Conducting constitutive meeting. Confirmation of the foundation and Conclusion of Treaties with Serving Persons.
- Registration of the Regulation in the NCSSM.
- CIF`s registration as a legal entity in a Uniform register (also required registration of the statute).
Now therefore, if you carefully look at the stages of the registration procedure, it become clear that the central and responsible body for the creation of the CIF is not a Uniform register,but rather the NCSSM. Before applying to the Register, you must first register the Regulation in the National Commission. The registered regulation is the basis for the incorporations.
Already after the final registration for a full-time job you will need to emit securities again, but not for founders, but for other participants in the market. In a separate development, you need to fix the promote of emissions.
At the moment, CIF is one of the dominant positions on the market. It became possible due to their flexibility and potential. By type of assets, corporate investment funds are practically no limited – they can be created both for investing in real estate and deposits to other financial instruments. In most cases, CIF has open collective investment scheme, since the legislator itself indicates that there is no right to refuse to redeem in the Fund.
CIF registration at first sight may seem too cumbersome and complicated. If you do not want to go to the bureaucratic slums and pointlessly spend long months, there are two options: to contact professional lawyers that specialize in registering collective investment scheme, or buy a ready-made CIF. You will be able to save more time.
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