AIF passporting in Finland

The AIFMD has been implemented in Finland through the Act on Alternative Investment Fund Managers (Fi: laki vaihtoehtorahastojen hoitajista, 162 / 2014) (the “AFMA”). The legislative amendments implementing Directive (EU) 2024/927 (the “AIFMD II”) are expected to enter into force in Finland by 16 April 2026. These amendments, however, are not anticipated to have a material impact on the rules governing the cross-border marketing of AIFs in Finland.

According to the AFMA, EEA AIFMs may market EEA AIFs under their management in Finland on a cross-border basis in accordance with the notification procedure set forth in Chapter 19, section 5 of the AFMA (based on Article 32 of the AIFMD). An EEA AIFM may also manage an AIF in Finland on a cross-border basis in accordance with the notification procedure set out in Chapter 19, section 2 of the AFMA (based on Article 33 of the AIFMD) or through a Finnish branch in accordance with the process set out in Article 33 of the AIFMD.

If an EEA AIFM intends to market AIFs under its management also to non-professional clients in Finland, it must meet certain further requirements in its marketing, including preparing and making available a key information document (in accordance with EU Regulation 1286/2014) for the AIFs in question. The detailed requirements for marketing to non-professional clients are specified in Chapter 13 of the AFMA, in separate Decrees issued by the Ministry of Finance, as well as in Regulation (EU) 2019/1156. The requirements set out in Chapter 13 of the AFMA includes the requirements set out in Article 43a of the AIFMD as well as certain national requirements that are not directly based on the AIFMD.

EEA AIFMs intending to market AIFs in Finland are required to make a separate passporting notification under the AFMA regardless of whether an existing passport to conduct management business under another regime (such as UCITS) is held.

A non-EEA AIFM may market in Finland units in an AIF that is established either in an EEA State or a Non EEA State after submitting a written notification to the Finnish Financial Supervisory Authority (Finanssivalvonta) (“FIN FSA”). Marketing may commence once the AIFM has received an acknowledgement thereof from the FIN FSA. To receive the acknowledgement, non-EEA AIFMs must comply with the requirements set out in Chapter 20, section 3 of the AFMA (being the national private placement rules), which, to a large extent, correspond to the requirements set out in Article 42 of the AIFMD. Furthermore, for the purposes of the reporting obligations under the AFMA, the FIN FSA must be periodically provided with certain information on the non-EEA AIFM and any AIF managed by it and marketed in Finland.

Where a non-EEA AIFM markets in Finland, the AIFs can only be marketed to professional investors.

As a result of the implementation of the pre-marketing rules set out in Directive (EU) 2019/1160 (“CBDF Directive”) into the AFMA, the AFMA includes separate rules for (i) so called “pre-marketing” activities (requiring the submission of a separate pre-marketing notification to the relevant authority), and (ii) actual “marketing” of funds. The definition of “pre-marketing” set out in the AFMA is largely in line with the definition set out in the CBDF Directive.

Both EEA AIFMs and non-EEA AIFMs may commence pre marketing AIFs which are not yet established or established but not yet compliant with the applicable marketing procedures) to potential investors in Finland, provided that the FIN-FSA receives a pre-marketing notification letter within two weeks of starting such pre-marketing activity. That letter shall specify (1) the periods during which the pre-marketing is taking or has taken place, (2) a brief description of the pre-marketing including information on the investment strategies presented and (3), where relevant, a list of the AIFs and compartments of AIFs which are or were the subject of pre-marketing. EEA AIFMs need to send this pre-marketing notification letter to their home State competent authority within two weeks of starting such pre marketing activity, which in turn is directly transmitted to the FIN-FSA. Non-EEA AIFMs need to submit such letter directly to the FIN-FSA within the same time period.

In accordance with Article 30a of the AIFMD, the information provided to potential investors within the context of the pre-marketing activity should not be sufficient to allow 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. Furthermore, with respect to not-yet-established AIFs, the information presented to potential investors may not amount to constitutional documents, a prospectus or offering documents in a final form.

It shall be noted that any subscription by investors within 18 months of “pre-marketing” having begun in Finland to units or shares of an AIF referred to in the information provided in the context of pre-marketing (or of an AIF established as a result of the pre-marketing) shall be considered to be a result of “marketing”, and the relevant notification procedure must be completed. Effectively this means that, for a period of 18 months after the start of the pre-marketing of the AIF, the AIFM is not able to rely on reverse solicitation in the jurisdiction where the pre-marketing has been notified.

The implementation of the CBDF Directive introduced a “de-notification process” for termination of marketing, which process shall be complied with in case the AIFM intends to terminate marketing of an AIF that has been authorised for marketing in Finland. Such de-notification process is based on Article 32a of the AIFMD, and it applies to AIFs marketed by EEA AIFMs as well as to AIFs marketed by non-EEA AIFMs.

The processing of notifications by the FIN-FSA is subject to fixed processing fees. The applicable fees for various types of notifications are outlined in the FIN-FSA’s schedule of processing fees, which is updated from time to time and available on the FIN-FSA’s website.

Furthermore, periodic charges are levied on such EEA AIFMs that have a branch in Finland.