AIFM passporting in Lithuania

Pursuant to the Law on Management Companies of Alternative Collective Investment Undertakings of the Republic of Lithuania, AIFMs authorised in their home EEA State may establish and manage AIFs in Lithuania on a cross-border and / or branch basis, provided that the AIFMs are authorised to manage the relevant type of AIFs.

The requirements for cross-border notification or branch establishment notification are stipulated in the Law on Management Companies of Alternative Collective Investment Undertakings of the Republic of Lithuania. The competent authority of a home EEA State shall send a cross-border notification or a branch establishment notification to the Bank of Lithuania (“BoL”) on behalf of the EEA AIFM. In both cases the EEA AIFM may commence management of an AIF once BoL has received proper information from the competent authority of the EEA AIFM’s home State.

Authorised EEA AIFMs may market EEA AIFs in Lithuania to professional investors (as defined under Annex II of Directive 2004 / 39 / EC (MiFID)). In order to commence marketing in Lithuania, a notification to BoL must be made through the competent authority of the respective EEA State regulator. After BoL has received proper information, the marketing to professional investors may be commenced. A Non-EEA AIF managed by the EEA AIFMs can be marketed in Lithuania subject to authorisation by BoL, which is conditional on certain requirements (e.g. cooperation agreement between BoL and a competent authority of the respective Non-EEA AIF’s home State, the respective Non-EEA AIF’s home State should not be included on the FATF list of non-cooperating states etc.)

Additionally, we would like to note that Lithuania has chosen to implement Article 43 of the AIFMD. Therefore, marketing and placement of AIFs to retail investors in Lithuania is now permitted, however it is subject to authorisation by BoL and several requirements do apply. In order to commence marketing in Lithuania, the competent authority of a home EEA State shall send a notification to the BoL on behalf of the EEA AIFM. After the BoL has received proper information and has given an authorisation, the marketing to retail investors may be commenced. The same procedure applies for a Non-EEA AIF managed by the EEA AIFMs.

Non-EEA AIFMs, which have been authorised in another EEA state of reference, are entitled to the same passporting rights as EEA AIFMs. Marketing in Lithuania of Non-EEA AIFs managed by Non-EEA AIFMs are subject to cooperation agreements between the competent authorities of Lithuania, Non-EEA AIFMs and respective AIFs.

Pre-marketing of AIFs which are not yet established or established, but not yet compliant with the applicable marketing procedures, to professional investors is allowed.

AIFMs must inform BoL about pre-marketing activities to professional investors in Lithuania within two weeks after the start of the first pre-marketing activity. If investors subscribe for units within a period of 18 months from the commencement of pre-marketing, the relevant marketing notification procedure must be completed.

The information provided to potential professional investors within the context of the pre-marketing activity should not enable such investors to commit to acquiring units or shares of the pre-marketed AIF or amount to a subscription form or similar document, whether in draft or final form. 

Currently, there is no state fee for processing a marketing notification of an EEA AIF or Non-EEA AIF.

The state fee for the establishment of a collective investment undertaking could vary from EUR 223 to EUR 826 depending on the form of the undertaking.

AIFMs are required to pay periodic supervision fees of approximately 0.02% of the value of assets managed by AIFs established in Lithuania.

Please note that Directive (EU) 2011/61 has been implemented in Lithuania and Directive (EU) 2019/1160 is currently under consideration.