AIFMD How to navigate the NPPRs

AIFMD EU Comparison

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The Alternative Investment Fund Managers Directive (AIFMD) came into force on 22 July 2013. It regulates the management and marketing of alternative investment funds (AIFs) and aims to harmonise the market for alternative investment fund managers (AIFMs) within the EU.

The Directive offers a marketing passport to compliant EU AIFMs of EU AIFs. This passport is expected to be extended to non-EU AIFs, and to non-EU AIFMs. Jersey received two positive recommendations from ESMA stating that Jersey should be among the first wave of third countries to get access to a European passport under the AIFMD.

Considering the Brexit vote, expectations are that the decision to extend the AIFMD passport to third countries will be delayed. Jersey, with two positive ESMA recommendations, is a front running jurisdiction to obtain the passport once it becomes available to third countries.

Until three years after the passport becomes available to third countries, the AIFMD provides that EU member states are permitted to allow non-EU AIFs to continue to be sold to professional investors in that member state via their own national private placement rules (NPPRs).

In this regard, the AIFMD imposes several rules, including that cooperation agreements between the relevant countries are in place and significantly, that certain provisions of the directive are complied with, including rules around gaining control of EU-registered non-listed companies, and the Transparency Rules of the directive.

To take advantage of the NPPR regime, AIFMs of Jersey AIFs need to be familiar with the NPPR regime applied in each relevant state in which it seeks privately to place the AIF. Certain EU Member States are NPPR friendly and navigating the NPPRs can be a very efficient and cost friendly solution for managers that intend to market their funds to a select group of EU Member States.

Year of EU entry: 1995 Capital city: Vienna Total area: 83 870 km² Population: 8.3 million Currency: Member of the eurozone since 1999 (€) Schengen area: Member of the Schengen area since 1995

Private placement regime

Jersey funds can be marketed in Austria under the NPPR.  Funds need to comply with the NPPR provisions set out in the Alternative Investment Fund Manager Gesetz. Marketing is only possible after notification by the Financial Market Authority and this can take up to four months.

Year of EU entry: Founding member (1952) Capital city: Brussels Total area: 30 528 km² Population: 10.7 million Currency: Member of the eurozone since 1999 (€) Schengen area: Member of the Schengen area since 1985

Private placement regime

Jersey funds can be marketed into Belgium under the NPPR subject to notification and approval by the Financial Services and Markets Authority.

Year of EU entry: 2007 Capital city: Sofia Total area: 111 910 km² Population: 7.6 million Currency: lev (лв) Schengen area: Not a member of Schengen

Private placement regime

Please contact the FSC for more information.

Year of EU entry: 2013 Capital city: Sofia Total area: 111 910 km² Population: 4.4 million Currency: kuna Schengen area: Croatia is expected to join the Schengen area by 2015

Private placement regime

Jersey has no AIFMD cooperation agreement with Croatia.  It is therefore not possible to market Jersey funds under the NPPR into Croatia.

The third country provisions and the private placement rules are set out under Title 2 of The Alternative Investment Funds Act. Please contact HANFA for more information.

Year of EU entry: 2004 Capital city: 9 250 km² Total area: 56 594 km² Population: 0.8 million Currency: Member of the eurozone since 2008 (€) Schengen area: Not a member of Schengen

Private placement regime

Jersey funds can be marketed into Cyprus under the NPPR. The specific third country rules are set out in Part VII of the Alternative Investment Fund Managers Law of 2013. Please contact the CYSEC for more information.

Year of EU entry: 2004 Capital city: Prague Total area: 78 866 km² Population: 10.5 million Currency: Czech koruna (Kč) Schengen area: Member of the Schengen area since 2007

Private placement regime

Jersey funds can be marketed into the Czech Republic under the NPPR. The fund needs to be registered with the Czech National Bank unless marketed to less than 20 investors. Please contact the CNB for more information.

Year of EU entry: 1973 Capital city: Copenhagen Total area: 43 094 km² Population: 5.5 million Currency: Danish krone (kr.) Schengen area: Member of the Schengen area since 1996

Private placement regime

Jersey funds can be marketed into Denmark under the NPPR. Please contact the Danish FSA for more information.

Year of EU entry: 2004 Capital city: Tallinn Total area: 45 000 km² Population: 1.3 million Currency: Member of the eurozone since 2011 (€) Schengen area: Member of the Schengen area since 2007

Private placement regime

Jersey funds can be marketed into Estonia under the NPPR. Please contact the FSA for more information.

Year of EU entry: 1995 Capital city: Helsinki Total area: 338 000 km² Population: 5.3 million Currency: Member of the eurozone since 1999 (€) Schengen area: Member of the Schengen area since 1996

Private placement regime

Jersey funds can be marketed into Finland under the NPPR. Please contact FIN-FSA for more information.

Year of EU entry: Founding member (1952) Capital city: Paris Total area: 550 000 km² Population: 64.3 million Currency: Member of the eurozone since 1999 (€) Schengen area: Member of the Schengen area since 1985

Private placement regime

Jersey funds can be marketed into France under the NPPR.  The rules for the marketing of AIFs by non-EU AIFMs without a passport can be found under Article L.214-24-1(I) and Article D.214-32 of the French Code Monétaire et Financier.  Please contact the AMF for more information.

Year of EU entry: Founding member (1952) Capital city: Berlin Total area: 356 854 km² Population: 82 million Currency: Member of the eurozone since 1999 (€) Schengen area: Member of the Schengen area since 1985

Private placement regime

Jersey funds can be marketed into Germany under the NPPR.  Non-EU AIFMs are able to market AIFs to professional investors and need to comply with the third country AIFMD provisions as well as the depositary light requirements. There is a BAFIN notification procedure. Approval takes 2 to 8 months for non-EU AIFMs depending on complexity. Marketing by non-EU AIFMs to semi-professional investors requires full AIFMD compliance. Please contact BaFin for more information.

Year of EU entry: 1981 Capital city: Athens Total area: 131 957 km² Population: 11.2 million Currency: Member of the eurozone since 2001 (€) Schengen area: Member of the Schengen area since 1992

Private placement regime

Please contact the CMC for more information. 

Year of EU entry: 2004 Capital city: Budapest Total area: 93 000 km² Population: 10 million Currency: forint (Ft) Schengen area: Member of the Schengen area since 2007

Private placement regime

Jersey funds can be marketed into Hungary under the NPPR through a licensed Hungarian subsidiary of a non-EU AIFM. Please contact the MNB for more information. 

Year of EU entry: N/A Capital city: Reykjavik Total area: 103 000 km² Population: 0.3 million Currency: Icelandic króna (ISK) Schengen area: Member of the Schengen area since 1996

Private placement regime

Please contact the FSA for more information.

Year of EU entry: 1973 Capital city: Dublin Total area: 70 000 km² Population: 4.5 million Currency: Member of the eurozone since 1999 (€) Schengen area: Not a member of Schengen

Private placement regime

Jersey funds can be marketed into Ireland under the NPPR.  Written notification must be given to the Central Bank of Ireland who will inform the AIFM when marketing may commence. Please see the Central Bank of Ireland Q&A for more information. Please contact the Central Bank of Ireland for more information.

Year of EU entry: Founding member (1952) Capital city: Rome Total area: 301 263 km² Population: 60 million Currency: Member of the eurozone since 1999 (€) Schengen area: Member of the Schengen area since 1990

Private placement regime

Jersey has no AIFMD cooperation agreement with Italy.  It is therefore not possible to market Jersey funds under the NPPR into Italy. Please contact Consob for more information.

Year of EU entry: 2004 Capital city: Riga Total area: 65 000 km² Population: 2.3 million Currency: lats (Ls) Schengen area: Member of the Schengen area since 2007

Private placement regime

Jersey funds cannot be marketed into Latvia under the NPPR.  Latvia decided not to exercise Art 42 of the AIFMD. Please see the AIFMD section of the FCMC website for more information.

Year of EU entry: N/A Capital city: Vaduz Total area: 160 km² Population: 0.04 million Currency: Swiss franc (CHF) Schengen area: Member of the Schengen area since 2008

Private placement regime

Liechtenstein has adopted the AIFMD.  Please contact the FMA for more information.

Year of EU entry: 2004 Capital city: Vilnius Total area: 65 000 km² Population: 3.3 million Currency: litas (Lt) Schengen area: Member of the Schengen area since 2007

Private placement regime

Jersey funds cannot be marketed into Lithuania under the NPPR. Lithuania decided not to exercise Art 42 of the AIFMD.  Please contact FINMIN for more information.

Year of EU entry: Founding member (1952) Capital city: Luxembourg Total area: 2 586 km² Population: 0.5 million Currency: Member of the eurozone since 1999 (€) Schengen area: Member of the Schengen area since 1985

Private placement regime

Jersey funds can be marketed into Luxembourg under the NPPR.  The 2013 AIFM Law reproduces Art 42 of the AIFMD. Please contact the CSSF for more information. 

Year of EU entry: 2004 Capital city: Valletta Total area: 316 km² Population: 0.4 million Currency: Member of the eurozone since 2008 (€) Schengen area: Member of the Schengen area since 2007

Private placement regime

Jersey funds can be marketed into Malta under the NPPR.  Please contact the MFSA for more information.

Year of EU entry: Founding member (1952) Capital city: Amsterdam Total area: 41 526 km² Population: 16.4 million Currency: Member of the eurozone since 1999 (€) Schengen area: Member of the Schengen area since 1985

Private placement regime

Jersey funds can be marketed into the Netherlands under the NPPR. Please contact the AFM for more information. 

Year of EU entry: N/A Capital city: Oslo Total area: 323 802 km² Population: 4.2 million Currency: Norwegian krone (NOK) Schengen area: Member of the Schengen area since 1996

Private placement regime

Please contact Finanstilsynet for more information.

Year of EU entry: 2004 Capital city: Warsaw Total area: 312 679 km² Population: 38.1 million Currency: Zloty (zł) Schengen area: Member of the Schengen area since 2007

Private placement regime

Please contact the KNF for more information.

Year of EU entry: 1986 Capital city: Lisbon Total area: 92 072 km² Population: 10.6 million Currency: Member of the eurozonesince 1999 (€) Schengen area: Member of the Schengen area since 1991

Private placement regime

Please contact the CMVM for more information. 

Year of EU entry: 2007 Capital city: Bucharest Total area: 237 500 km² Population: 21.5 million Currency: Romanian leu Schengen area: Not a member of Schengen

Private placement regime

Please contact the FSA for more information.

Year of EU entry: 2004 Capital city: Bratislava Total area: 48 845 km² Population: 5.4 million Currency: Member of the eurozone since 2009 (€) Schengen area: Member of the Schengen area since 2007

Private placement regime

Jersey funds can be marketed into Slovakia under the NPPR. Please contact the Central Bank of the Slovak Republic for more information. 

Year of EU entry: 2004 Capital city: Ljubljana Total area: 20 273 km² Population: 2 million Currency: Member of the eurozone since 2007 (€) Schengen area: Member of the Schengen area since 2007

Private placement regime

Jersey has no AIFMD cooperation agreement with Slovenia.  It is therefore not possible to market Jersey funds under the NPPR into Slovenia.

Year of EU entry: 1986 Capital city: Madrid Total area: 504 782 km² Population: 45.8 million Currency: Member of the eurozone since 1999 (€) Schengen area: Member of the Schengen area since 1991

Private placement regime

Jersey has no AIFMD cooperation agreement with Spain.  It is therefore not possible to market Jersey funds under the NPPR into Spain. Please contact the CNMV for more information.

Year of EU entry: 1995 Capital city: Stockholm Total area: 449 964 km² Population: 9.2 million Currency: krona (kr) Schengen area: Member of the Schengen area since 1996

Private placement regime

Jersey funds can be marketed into Sweden under the NPPR.  This will require authorisation.  Please contact Finansinspektionen for more information. 

Year of EU entry: 1973 Capital city: London Total area: 244 820 km² Population: 61.7 million Currency: pound sterling (£) Schengen area: Not a member of Schengen

Private placement regime

Jersey funds can be marketed into the UK under the NPPR.  Please contact the FCA for more information.