Cross-border activities (passports)
The AIFMD allows for a passporting system between Member States and also applies to third-country managers.Passport
The AIFM Directive (Alternative Investment Fund Managers Directive) makes the activities of managers of alternative investment funds subject to rules that are the same throughout Europe. This allows for a passport system between Member States.
An AIFM licence works as a kind of passport for the manager. The company can then:
- manage an alternative investment fund established in another Member State;
- market units in the European alternative investment funds it manages to professional investors in other Member States without having to comply with additional national requirements in those other Member States;
- market units in the non-European alternative investment funds it manages to professional investors in other Member States without having to comply with additional national requirements in those other Member States. In that case, a number of requirements must be met that affect the state where the non-European alternative investment funds have their registered office.
The passport only applies to the marketing of units to professional investors established in other Member States. If a licensed manager of alternative investment funds wishes to market to retail investors in another Member State, it will have to comply with the national requirements imposed on marketing to retail investors in the Member State concerned.
Marketing to retail investors by licensed European AIFMs
For licensed managers with registered office in a Member State other than the Netherlands, it is possible to market European investment funds to non-professional investors in the Netherlands. In addition, it is possible to manage or start managing a European investment fund that has marketed to non-professional investors in the Netherlands in the past and in which those Dutch non-professional investors still participate.
However, the manager must then comply with the specific requirements that apply in the Netherlands for marketing units to non-professional investors (the 'retail top-up' as included in Section 4:37p of the Financial Supervision Act).
Parties must go through the following procedure for this:
1. Passport procedure
The passport procedure pursuant to Article 32 or 33 of the AIFM Directive (Article 2:70, first paragraph, Wft) must have been completed.2. Informing the AFM
The AFM must be informed by emailing a completed retail distribution notification form to notifications.aifmd@afm.nl.Attach to the e-mail (as an attachment to the retail distribution notification form) a statement signed by the manager in which the manager explicitly declares that he meets the requirements that apply in the Netherlands for marketing units to non-professional investors (pursuant to Section 4:37p of the Financial Supervision Act).
Mention in the subject of the mail:
- the name of the manager
- the investment fund
- the country of origin.
Investment funds from European formerly designated states must report to the AFM
Since the implementation of the AIFMD, only non-European countries have been designated as adequate supervisory countries for the regime of Section 2:66 of the Financial Supervision Act.
The above possibility therefore also applies to investment funds from previously designated European states that were registered with the AFM under the designated state regime before the implementation of the AIFM Directive. This is on the condition that they have an AIFMD licence from a European regulator. These parties are removed from the designated state register and must report to the AFM.
Third-country managers
The AIFM Directive also applies to non-EU managers who manage EU alternative investment funds or market units in alternative investment funds to investors established within the EU.
Registering or deregistering AIFMD passport
Dutch licence holders who want to market services in an EU member state must be in possession of a European passport. On this page you can read how this so-called passporting works. How do you register and how does a possible cancellation work?
Registration of outgoing European passport AIFM investment fund
Dutch licensed managers of alternative investment funds (AIFMs) who want to market an alternative investment fund (AIF) in an EU member state must have this AIF notified (passports).
At the request of the Dutch licensed operator, the AFM may send a notice to EU Member States containing more information about the operator and the AIF.
If a Dutch licensed operator wishes to market a non-European AIF in an EU Member State, the AFM will refer the operator to the supervisor of the country in question.
For information on marketing a Dutch or European AIF to non-professional investors in an EU Member State, please contact the regulator of the relevant Member State.
For a request for notification (passports) of a Dutch or European AIF, you must submit the following documents via the AFM Portal:
- notification form article 32 AIFMD
- Reference table article 23
- Prospectus
- Articles of association/regulation of the AIF
Registering an outgoing European passport AIFM manager
The AFM can send a notification to EU member states at the request of the Dutch licensed manager. In doing so, it sends information about the manager and the AIF, among other things.
For a request for notification (passports) of the management of a European AIF, you must submit the following documents via the AFM Portal:
• Notification of EU AIF following article 33 AIFMD
• Notification of services following article 33 AIFMD
The AFM does not charge any costs for notifying. It is possible that other countries do charge costs. Ask the regulator of the country in question for information about this.
The AFM assesses and sends the completed notification form to the competent authorities of the relevant Member State within 1 month. The AFM will inform the manager about this forwarding, from that moment on the manager can become active in the EU Member State of reception.
Registration for outgoing European passport EuVECA or EuSEF label
The AFM can send a notification to EU member states at the request of the Dutch manager. In doing so, it sends information about the manager and the Venture Capital or Social Entrepreneurship Fund, among other things.
For a request for notification (passports) of a Dutch Venture Capital or Social Entrepreneurship Fund with a EuVECA/EuSEF label issued by the AFM, you must submit the following document (including attachments) via the AFM Portal:
• Part 6 of Addendum to the Venture Capital Fund Notification Form for Investment Funds
The AFM does not charge any costs for notifying a EuVECA or EuSEF label.
It is possible that other countries do charge costs. Request information about this from the regulator of the country in question.
The AFM will send the completed notification form to the competent authorities of the relevant Member State within 2 months.
Registration of incoming European passport non-EU AIFM investment fund
European licensed managers of alternative investment funds (AIFMs) who wish to market a non-European AIF in the Netherlands must notify it (passports).
A European licensed manager who wishes to market a non-European AIF in the Netherlands must report this to the AFM by means of an Article 36 notification form accompanied by an "attestation" from the relevant European supervisor.
For a request for notification (passports) of a non-European AIF, you must provide the following documents (with annexes):
• notification form EU managers pursuant to article 1_13b section 3 Wft (36 AIFMD)
• attestation from the European Supervisor
Send the notification form, which you can download on the right, by e-mail to non.eu.notifications.aifmd@afm.nl.
Deregistration of European AIFM passport
Deregistration of outgoing European passport AIFM manager or AIFM investment fund
If an investment fund (or sub-fund thereof) is no longer marketed in a particular EU Member State, you must deregister the relevant passport via the AFM Portal. Deregistering is free of charge.
Deregistration of incoming European passport non-EU AIFM investment fund
If the non-EU AIFM investment fund is no longer marketed in the Netherlands, you can deregister the passport by e-mail to non.eu.notifications.aifmd@afm.nl
Providing investment services in EU Member State
Dutch licensed managers of alternative investment funds (AIFMs) who wish to provide investment services in an EU Member State must have them notified. Dutch licensed managers can only have investment services notified that they are licensed to provide.
The AFM will forward the completed notification form to the competent authorities of the relevant Member State within 1 or 2 months (depending on the notification). The AFM will inform the manager about this forwarding, from that moment on the manager can provide the investment services in the EU Member State of reception.
The AFM does not charge any fees for notifying investment services. It is possible that the EU member state to which the notification is made does charge costs. For information about these costs, please contact the regulator of the relevant country.
For a request for notification of investment services, the manager must provide the following document:
• Notification of services following article 33 AIFMD
The AFM can only notify services that the manager is licensed to provide. If this is not the case, the manager can apply for an extension of the licence. If you submit or already have an AIFM licence application or extension with the AFM and want to notify investment services, you can include the notification application for the provision of investment services with the application.
Registering the AIFM Manager Branch Office
The AFM can send a notification to EU member states at the request of the Dutch licensed manager. In doing so, it sends information about the manager and the branch office, among other things.
The AFM does not charge any costs for notifying a branch. It is possible that the EU member state to which the notification is made does charge costs. For information about these costs, please contact the regulator of the relevant country.
The AFM will forward the completed notification form to the competent authorities of the relevant Member State within 2 months. The AFM will inform the manager about this forwarding, from that moment on the manager can become active in the EU Member State of reception.