UCITS passporting in Finland

The Finnish Act on Common Funds (in Finnish: sijoitusrahastolaki, 213/2019, the “ACF”) implements the UCITS Directive into Finnish law. Pursuant to the ACF, EEA UCITS Schemes may market their units in Finland in accordance with the notification procedure set forth in the UCITS Directive. Furthermore, EEA Management Companies authorised under the UCITS Directive are entitled to manage and establish investment funds in Finland either through a branch or without establishing a branch. 

The EEA UCITS Scheme must submit a notification letter with the required annexes concerning the commencement of marketing in Finland to the HMSA. The said HMSA inspects the material and submits it to the Finnish Financial Supervisory Authority (the “FIN-FSA”). The notification letter must be prepared in accordance with the standard model (using the form of notification letter provided in Commission Regulation 584/2010, as amended by Commission Implementing Regulation (EU) 2024/910) and the following documents must be included as annexes: the fund rules or instruments of incorporation of the EEA UCITS Scheme, the prospectus, the KID, the latest annual report of the EEA UCITS Scheme and any biannual reports of the UCITS, as well as an attestation granted by the competent HMSA to the effect that the EEA UCITS Scheme fulfils the conditions imposed by the UCITS Directive. 

As to the language requirements, the KIID and any amendments thereto shall be submitted in either Finnish or Swedish. Other documents, e.g. the fund rules, the prospectus, the annual reports and biannual reports required to be submitted to the FIN-FSA in connection with the notification letter shall be submitted either in Finnish, Swedish or English.

The EEA UCITS Scheme may begin to market its units in Finland as of the date when the HMSA has informed the EEA UCITS Scheme that the documents referred to above have been delivered to the FIN-FSA. Subsequently, the EEA UCITS Scheme must notify the FIN-FSA directly of any amendments to the annexed documents and submit the amended documents to the FIN-FSA electronically. The notification requirements set out in the ACF correspond with those of the UCITS Directive (i.e. Finland has not established any national requirements on the notification procedure in addition to those of the UCITS Directive).

With respect to the actual marketing of a fund, the UCITS must comply with Article 4 of Regulation (EU) 2019/1156 (“CBDF Regulation”), which sets out requirements for marketing communications. Furthermore, under Article 7 of the CBDF Regulation, the FIN-FSA has the right to require prior notification of the marketing materials used by the management company. In addition, certain general client conduct rules and proper practice requirements are set out in the ACF and the Finnish Securities Markets Act (in Finnish: arvopaperimarkkinalaki, 746/2012), which apply to the marketing of funds in Finland.

The implementation of Directive (EU) 2019/1160 (“CBDF Directive”) imposed certain amendments to the cross-border notification procedure and related arrangements as well as introduced a new “de-notification process” for termination of marketing in Finland (such de-notification process being based on Article 1(6) of the CBDF Directive). In general, Finland has not established any national requirements on the de-notification procedure in addition to those of the CBDF Directive.

The processing of notifications by the FIN-FSA is subject to fixed processing fees. The applicable fees 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.

In addition to the processing fees charged by the FIN-FSA, the KIDs will need to be translated into Finnish or Swedish, which may add additional costs to the notification procedure. Furthermore, periodic charges are levied on EEA Management Companies that have a branch in Finland.