AIFM passporting in Slovakia

The establishment and management of AIFMs in Slovakia are subject to the Act no. 203 / 2011 Coll. on Collective Investment (“Act on Collective Investment”). AIFMs which are authorised in their EEA home State may exercise passport rights for the management of most types of AIFs in Slovakia on a services and / or branch basis. 

Irrespective of whether an existing passport to conduct management business under another single market directive (such as UCITS) is held, EEA AIFMs must provide a separate notification to their home State competent authority where they have the intention of managing or distributing an EEA AIF on a passported basis. The home State competent authority will send the management passport notification to the National Bank of Slovakia. 

Where an EEA AIFM intends on distributing securities of a Slovak AIF or an EEA AIF to professional investors (or investors investing at least EUR 50,000) by means of a private placement in Slovakia, they may do so if the EEA AIFM’s home State competent authority has provided a passport notification to the National Bank of Slovakia in order to market the AIF/EEA AIF to professional investors. For the distribution of securities of a Slovak AIFs or EEA AIFs to retail investors, it is required to have approval by the National Bank of Slovakia. 

The Directive (EU) 2019/1160 with regard to crossborder distribution of collective investment undertakings was transposed into the Act on Collective Investment as well as some provisions related to the Sustainable Finance Disclosure Regulation (2019/2088). 

NonEEA AIFMs, which have been authorised in another EEA state of reference, are entitled to the same passporting rights as EEA AIFMs.  

NonEEA AIFMs with Slovakia as the reference state must apply for approval from the National Bank of Slovakia. Under the Act on Collective Investment, nonEEA AIFMs may distribute foreign AIFs in Slovakia provided they notify the National Bank of Slovakia. 

EEA AIFMs may commence pre-marketing AIFs which are not yet established or established but not notified to the NBS, to potential professional investors in Slovakia, provided that the NBS receives a pre-marketing notification letter within two weeks of starting such pre-marketing activity in writing or in an electronic form.  

There are certain dos and don´ts in respect to the information provided to potential professional investors within the context of the pre-marketing. In particular, they should not enable such investors to commit to acquiring units or shares of the pre marketed AIF, represent any subscription form or similar document, whether in draft or final form, or represent any corporate documents, prospectus or marketing materials in final form. The draft prospectus or marketing materials may not contain information enabling the investors to adopt investment decision and must clearly state that they do not represent an offer or call for purchase or subscription of AIF and the information contained therein cannot be relied upon, as they are not complete and can change. 

For a period of 18 months after the start of the pre-marketing of the AIF, any subscription of AIF is considered as distribution and subject to the respective notification obligations with the NBS (eventually through the home regulator as applicable). 

Applications for permission by the National Bank of Slovakia are subject to a fee, however the National Bank of Slovakia does not charge a notification fee for outward or inward AIFMD passport notifications. There is also a possible annual fee for an (EEA/non-EEA) AIFM dependant on the volume of assets of funds created and managed in Slovakia. More details about the fees are available on the National Bank of Slovakia’s website.