The proposed Australian CCIV uses a company limited by shares, modelled on the United Kingdom's Open-Ended Investment Companies (OEIC) regime, with the aim of the structure being recognisable to offshore investors and managers.
The proposed CCIV will be subject to the ordinary company rules, unless otherwise specified. In addition, it is proposed that certain features of the existing managed investment scheme (MIS) regime apply to CCIVs in an effort to achieve "regulatory parity" between the regimes. For example, the CCIV is to have a sole director which is a public company with an Australian financial services licence authorising it to operate a CCIV, similar to the responsible entity of a registered MIS.
The CCIV will need to be registered with the Australian Securities and Investments Commission (ASIC) and can be closed ended or open ended. The CCIV itself is a company with the ability to create sub-funds which are maintained in the records of the CCIV but which are not separate legal entities.
The CCIV will need a constitution and a retail CCIV's constitution will need to meet certain prescribed content requirements similar to those for a registered MIS. A retail CCIV will need a compliance plan. Although there is no need for a compliance committee, it is proposed that at least half the directors of the corporate director of a retail CCIV must be external directors.
A retail CCIV will also need to have a depositary, but this will be optional for wholesale CCIVs. Some CCIV features will apply regardless of whether the CCIV is retail or wholesale, such as the regime for changing the corporate director.