Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) (recast) (Text with EEA relevance)Text with EEA relevance

• Published date: 17 November 2009
• Official Gazette Publication: Gazzetta ufficiale dell’Unione europea, L 302, 17 novembre 2009,Diario Oficial de la Unión Europea, L 302, 17 de noviembre de 2009,Journal officiel de l’Union européenne, L 302, 17 novembre 2009

02009L0065 — EN — 01.01.2019 — 005.001

---

This text is meant purely as a documentation tool and has no legal effect. The Union's institutions do not assume any liability for its contents. The authentic versions of the relevant acts, including their preambles, are those published in the Official Journal of the European Union and available in EUR-Lex. Those official texts are directly accessible through the links embedded in this document

►B DIRECTIVE 2009/65/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) (recast) (Text with EEA relevance) (OJ L 302 17.11.2009, p. 32)

Amended by:

		Official Journal
		No	page	date
►M1	DIRECTIVE 2010/78/EU OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL Text with EEA relevance of 24 November 2010	L 331	120	15.12.2010
M2	DIRECTIVE 2011/61/EU OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL Text with EEA relevance of 8 June 2011	L 174	1	1.7.2011
►M3	DIRECTIVE 2013/14/EU OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL Text with EEA relevance of 21 May 2013	L 145	1	31.5.2013
►M4	DIRECTIVE 2014/91/EU OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL Text with EEA relevance of 23 July 2014	L 257	186	28.8.2014
►M5	REGULATION (EU) 2017/2402 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 12 December 2017	L 347	35	28.12.2017

Corrected by:

►C1 Corrigendum, OJ L 052, 27.2.2016, p. 37 (2014/91/EU)

---

▼B

DIRECTIVE 2009/65/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL

of 13 July 2009

on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS)

(recast)

(Text with EEA relevance)

CONTENT
CHAPTER I	SUBJECT MATTER, SCOPE AND DEFINITIONS
CHAPTER II	AUTHORISATION OF UCITS
CHAPTER III	OBLIGATIONS REGARDING MANAGEMENT COMPANIES
SECTION 1	Conditions for taking up business
SECTION 2	Relations with third countries
SECTION 3	Operating conditions
SECTION 4	Freedom of establishment and freedom to provide services
CHAPTER IV	OBLIGATIONS REGARDING THE DEPOSITARY
CHAPTER V	OBLIGATIONS REGARDING INVESTMENT COMPANIES
SECTION 1	Conditions for taking up business
SECTION 2	Operating conditions
CHAPTER VI	MERGERS OF UCITS
SECTION 1	Principle, authorisation and approval
SECTION 2	Third party control, information of unit-holders and other rights of unit-holders
SECTION 3	Costs and entry into effect
CHAPTER VII	OBLIGATIONS CONCERNING THE INVESTMENT POLICIES OF UCITS
CHAPTER VIII	MASTER-FEEDER STRUCTURES
SECTION 1	Scope and approval
SECTION 2	Common provisions for feeder UCITS and master UCITS
SECTION 3	Depositaries and auditors
SECTION 4	Compulsory information and marketing communications by the feeder UCITS
SECTION 5	Conversion of existing UCITS into feeder UCITS and change of master UCITS
SECTION 6	Obligations and competent authorities
CHAPTER IX	OBLIGATIONS CONCERNING INFORMATION TO BE PROVIDED TO INVESTORS
SECTION 1	Publication of a prospectus and periodical reports
SECTION 2	Publication of other information
SECTION 3	Key investor information
CHAPTER X	GENERAL OBLIGATIONS OF UCITS
CHAPTER XI	SPECIAL PROVISIONS APPLICABLE TO UCITS WHICH MARKET THEIR UNITS IN MEMBER STATES OTHER THAN THOSE IN WHICH THEY ARE ESTABLISHED
CHAPTER XII	PROVISIONS CONCERNING THE AUTHORITIES RESPONSIBLE FOR AUTHORISATION AND SUPERVISION
CHAPTER XIII	DELEGATED ACTS AND POWERS OF EXECUTION
CHAPTER XIV	DEROGATIONS, TRANSITIONAL AND FINAL PROVISIONS
SECTION 1	Derogations
SECTION 2	Transitional and final provisions
ANNEX I	Schedules A and B
ANNEX II	Functions included in the activity of collective portfolio management
ANNEX III
Part A	Repealed Directive with list of its successive amendments
Part B	List of time limits for transposition into national law and application
ANNEX IV	Correlation table

CHAPTER I

SUBJECT MATTER, SCOPE AND DEFINITIONS

Article 1

1. This Directive applies to undertakings for collective investment in transferable securities (UCITS) established within the territories of the Member States.

2. For the purposes of this Directive, and subject to Article 3, UCITS means an undertaking:

(a)with the sole object of collective investment in transferable securities or in other liquid financial assets referred to in Article 50(1) of capital raised from the public and which operate on the principle of risk-spreading; and

(b)with units which are, at the request of holders, repurchased or redeemed, directly or indirectly, out of those undertakings’ assets. Action taken by a UCITS to ensure that the stock exchange value of its units does not significantly vary from their net asset value shall be regarded as equivalent to such repurchase or redemption.

Member States may allow UCITS to consist of several investment compartments.

3. The undertakings referred to in paragraph 2 may be constituted in accordance with contract law (as common funds managed by management companies), trust law (as unit trusts), or statute (as investment companies).

For the purposes of this Directive:

(a)‘common funds’ shall also include unit trusts;

(b)‘units’ of UCITS shall also include shares of UCITS.

4. Investment companies, the assets of which are invested through the intermediary of subsidiary companies, mainly other than in transferable securities, shall not be subject to this Directive.

5. The Member States shall prohibit UCITS which are subject to this Directive from transforming themselves into collective investment undertakings which are not covered by this Directive.

6. Subject to the provisions in Community law governing capital movements and subject to Articles 91 and 92 and the second subparagraph of Article 108(1), no Member State shall apply any other provisions in the field covered by this Directive to UCITS established in another Member State or to the units issued by such UCITS, where those UCITS market their units within the territory of that Member State.

7. Without prejudice to this Chapter, a Member State may apply to UCITS established within its territory requirements which are stricter than or additional to those laid down in this Directive, provided that they are of general application and do not conflict with the provisions of this Directive.

Article 2

1. For the purposes of this Directive the following definitions apply:

(a)‘depositary’ means an institution entrusted with the duties set out in Articles 22 and 32 and subject to the other provisions laid down in Chapter IV and Section 3 of Chapter V;

(b)‘management company’ means a company, the regular business of which is the management of UCITS in the form of common funds or of investment companies (collective portfolio management of UCITS);

(c)‘management company’s home Member State’ means the Member State in which the management company has its registered office;

(d)‘management company’s host Member State’ means a Member State, other than the home Member State, within the territory of which a management company has a branch or provides services;

(e)‘UCITS home Member State’ means the Member State in which the UCITS is authorised pursuant to Article 5;

(f)‘UCITS host Member State’ means a Member State, other than the UCITS home Member State, in which the units of the UCITS are marketed;

(g)‘branch’ means a place of business which is a part of the management company, which has no legal personality and which provides the services for which the management company has been authorised;

(h)‘competent authorities’ means the authorities which each Member State designates under Article 97;

(i)‘close links’ means a situation in which two or more natural or legal persons are linked by either:

(i)‘participation’, which means the ownership, direct or by way of control, of 20 % or more of the voting rights or capital of an undertaking; or

(ii)‘control’, which means the relationship between a ‘parent undertaking’ and a ‘subsidiary’, as defined in Articles 1 and 2 of Seventh Council Directive 83/349/EEC of 13 June 1983 based on the Article 54(3)(g) of the Treaty on consolidated accounts (1) and in all the cases referred to in Article 1(1) and (2) of Directive 83/349/EEC, or a similar relationship between any natural or legal person and an undertaking;

(j)‘qualifying holding’ means a direct or indirect holding in a management company which represents 10 % or more of the capital or of the voting rights or which makes it possible to exercise a significant influence over the management of the management company in which that holding subsists;

(k)‘initial capital’ means the funds as referred to in Article 57(a) and (b) of Directive 2006/48/EC;

(l)‘own funds’ means own funds as referred to in Title V, Chapter 2, Section 1 of Directive 2006/48/EC;

(m)‘durable medium’ means an instrument which enables an investor to store information addressed personally to that investor in a way that is accessible for future reference for a period of time adequate for the purposes of the information and which allows the unchanged reproduction of the information stored;

(n)‘transferable securities’ means:

(i)shares in companies and other securities equivalent to shares in companies (shares);

(ii)bonds and other forms of securitised debt (debt securities);

(iii)any other negotiable securities which carry the right to acquire any such transferable securities by...