AIFM passporting in Sweden

Please note that the term ‘passporting’ is only used in Sweden for pure notification procedures.

AIFMs authorised as AIFMs in their EEA home State can exercise passporting rights to market AIFs based within the EEA to professional investors in Sweden on a freedom of services and / or branch basis. In order to do so, the Swedish Alternative Investment Act (Sw. Lag (2013:561) om förvaltare av alternativa investeringsfonder, the “SAIFM Act”) requires the AIFMs intending to market EEA AIFs to professional investors in Sweden to make a notification to their home State competent authority. The home State competent authority will send the marketing passport notification to the Swedish Financial Supervisory Authority (“SFSA”) on behalf of the EEA AIFM.

The Swedish legislator has implemented Directive (EU) 2019/1160 of the European Parliament and of the Council of 20 June 2019 amending Directives 2009/65/EC and 2011/61/EU with regard to cross-border distribution of collective investment undertaking, including, e.g., rules on pre-marketing.

An AIFM intending to market Non-EEA AIFs and / or AIFs to non-professional investors and / or retail clients must apply for a marketing licence with the SFSA. Consequently, the passporting rules are not applicable to such AIFs.

A foreign EEA-based AIFM, which has been authorised in its home state in accordance with the AIFMD may without further authorisation engage in pre-marketing in Sweden of an EEA-based AIF, under the conditions as set out in the AIFMD. 

A foreign AIFM that has submitted a notification to the competent authority that it intends to cease marketing shares or units of an alternative investment fund may not, from the date of the notification, engage in pre-marketing in Sweden for a period of 36 months from the date of the notification. This prohibition applies to units and shares, as well as to similar investment strategies or investment ideas. No legislation has been introduced regarding pre-marketing by non-EEA based AIFMs.

AIFMs based in Non-EEA jurisdictions wishing to market AIFs in Sweden will be required to apply for a marketing licence with the SFSA.

The SFSA does not charge an application fee for inward AIFMD marketing passport notifications. Sweden does, however, charge an application fee for all licence applications.

The SFSA does not require AIFMs that passport into Sweden on a services basis to pay periodic fees.