Private placement of funds - Summary table

JurisdictionCan Private Placement Rights be Exercised? Process Notification Fees Is pre-marketing permissible? 
Austria No AIFMG allows EU AIFs and Non-EU AIFs to be placed in accordance with a dedicated set of rules, which do not provide for a private placement exemption. marketing funds requires prior notification to FMA. N/A Yes - provided that an AIFM is an EEA licenced AIFM, it is permitted to pre-marketing activities. 
Belgium Yes Upon submitting a notification to the FSMA, the AIFM may operate a private placement to professional investors (and to maximum 149 nonprofessional investors). The AIFM must submit a prospectus for approval only in case of public offering. Passporting (for EU AIFM) or notification (for non-EU AIFM) required. Currently, there are no fees to market under the private placement regime. No 
Bulgaria Yes Upon submitting a notification to the FMA, the AIFM may operate a private placement to professional investors. The AIFM must submit a prospectus in order to market to nonprofessional investors. Notification must be accompanied by the documents required under CISOUCIA. Approval of prospectus required. Currently, there are no fees to market under the private placement regime. No 
The Channel Islands (Jersey) Yes The fund (or its governing body) will need to obtain a COBO consent from the JFSC to permit the circulation of the fund's prospectus in Jersey. Certain exemptions to that requirement are available for companies and unit trusts. Notification requirements will generally apply if a Jersey service provider will be appointed to the fund. The current statutory fee for applying for a COBO consent is GBP 635. Yes - distributors may commence pre marketing funds which are not yet established (or established but have not obtained all regulatory consents required in the fund's home jurisdiction) to potential investors in Jersey. 
The Channel Islands  
(Guernsey) 
Yes The EEA AIFM must obtain a licence from the GFSC unless an exemption applies. Individual requirements under the GFSC (Guernsey) must be complied with. The precise fee will depend on whether an exemption applies or whether the AIFM is required to obtain a licence. Yes - promoters may commence pre marketing funds which are not yet established (or established but have not obtained all regulatory consents required in the fund's home jurisdiction) to potential investors in Guernsey. 
Croatia Yes Upon submitting a notification to HANFA, the AIFM may operate a private placement to professional investors. A separate request must be sent for approval in order to operate a private placement to nonprofessional investors. Notification must detail, among others, the services that the AIFM intends to perform and the AIFs it intends to manage. Currently, there are no fees to market under the private placement regime. Yes – EEA AIFMs are authorised to conduct pre-marketing activities in Croatia, unless the information provided to professional investors are sufficient for investors to commit to acquiring units of a certain AIF, have features of forms for registration of units or similar documents, whether in draft or final form or have the features of a prospectus, rules, AIF’s articles of association or offer documents of an AIF that has not yet been established, in its final form. 
Cyprus Yes Upon submitting a notification to CySEC, the AIFM may operate a private placement to professional investors. An application must be sent for approval in order to operate a private placement to nonprofessional investors. Must be accompanied by all relevant documents required under the CySEC Marketing Directive. Fees will apply in connection with the submission of either a notification or an application under the private placement regime. Annual contribution fees may also apply.  Yes – an EEA AIFM can engage in pre-marketing of an AIF in Cyprus to the extent that the information provided to potential professional investors does not enable such investors to commit to acquiring units or shares of a particular AIF; and does not amount to a subscription form or similar document, whether in draft or final form; and does not amount to constitutional documents, a prospectus or offering documents of a not-yet established AIF in a final form. 
Czech Republic Yes 

Upon submitting an EEA AIFM‘s notification by home State Authority to CNB, the AIFM may operate a private placement to professional investors in the Czech Republic. 

Private placement to nonqualified investors is permitted if (i) the investment is offered to fewer than 20 nonqualified investors or (ii) the investment satisfies the conditions for a public offering. 

Besides the notification and in respect of a private placement in relation to the EEA AIF to persons other than professional investors, the additional conditions apply: (i) the investment satisfies the conditions for a public offering or (ii) the investment is offered fewer than 20 persons which are not qualified investors. Currently, there are no fees to market under the private placement regime. Yes – above-threshold EEA AIFMs may commence premarketing AIFs which are not yet established or established but not yet compliant with the applicable marketing procedures, to potential professional investors in the Czech Republic, provided that the CNB receives a premarketing notification letter within two weeks of starting such premarketing activity. 
Denmark Yes There is no private placement regime in Denmark in the sense that a fund may be marketed to investors in Denmark without prior approval. This means that AIFs may not be marketed in Denmark unless and until a marketing approval has been obtained from the Danish FSA. The notification and/or application must be accompanied by all relevant information required by the Danish AIFM Act. 

There is no application fee, but the AIFM is required to pay an annual fee to the Danish FSA. 

 

The annual fee will be between DKK 4,100 and DKK 8,000. The fee is subject to annual adjustments. 

  

 

Pursuant to the Danish AIFM Act 88 a (implementing the AIFMD article 30a) an EEA AIFM may commence pre-marketing provided the AIFM ensures the documentation of pre-marketing does not constitute as an offer or an invitation to subscribe for the units or shares and that the provided information is not conclusive. The Danish FSA has in its Q&A on, inter alia, AIFMs and UCITS stated that the pre-marketing regime is not available for non-EEA AIFMs. Please refer to the CMS Guide to Passporting – Rules on Marketing Alternative Investment Funds in Europe. 
Estonia Yes Upon submitting a notification of intent to market through the private placement regime to the EFSA, the AIFM may begin activity. Notification must be accompanied by all relevant information required by the Investment Funds Act. Currently, there are no fees to market under the private placement regime. Yes – an AIF can be marketed in EEA Member States to professional investors and an AIFM must ensure the documentation of pre-marketing does not constitute as an offer or an invitation to subscribe for the units or shares and that the provided information is not conclusive. 
Finland Yes 

Upon completing the passporting procedure (for EEA AIFMs) or submitting a separate notification to the FIN-FSA (for non-EEA AIFMs), an AIFM may market AIFs to professional clients. 

With respect to nonprofessional investors, a separate authorisation is required and certain additional requirements of the AFMA must be met (however, for non-EEA AIFMs it is not possible to market to nonprofessionals). 

EEA AIFMs may use the passporting procedure set out in Article 32 of the AIFMD. 

Non-EEA AIFMs must submit a separate notification to the FIN-FSA, accompanied by documents evidencing that the non-EEA AIFM fulfils the requirements set out in the AFMA. 

There is a regulatory processing fee of EUR 2,900 for non-EEA AIFMs marketing in Finland (under a separate authorisation). Yes - the rules on pre-marketing set out in Directive (EU) 2019/1160 (“CBDF Directive”) have been implemented in Finland by adding new pre-marketing rules into the AFMA. The Finnish pre-marketing rules have been extended to also apply to pre-marketing activities conducted by Non-EEA AIFMs. 
France Yes An AIFM may operate a private placement to investors providing it benefits from the AIFMD passporting procedure or by obtaining specific authorisation from the AMF. Notification must be accompanied by relevant documents depending on whether the AIFM intends to manage a French AIF on a cross-border basis or exercise a branch passport in France. Currently, there are no fees to market under the private placement regime. Non-fully licensed AIFMs cannot benefit from French pre-marketing rules. 
Germany No Marketing funds requires prior notification to the Federal Financial Supervisory Authority (BaFin). Very limited exceptions for private placement, most notably reverse solicitation, exist. Private placement remains only possible for vehicles or structures which are exempted from the German Capital Investment Code (implementing AIFDM). Marketing funds requires prior notification to BaFin. n/a Yes - both EEA AIFMs and Non EEA AIFMs may commence pre-marketing AIFs to potential professional and semi-professional investors in Germany. EEA AIFMs requests their home Member State authority to submit a notification to BaFin. Non-EEA AIFMs must inform BaFin about pre-marketing activities to Semi Professional and Professional Investors in Germany within two weeks after the start of the first pre-marketing activity. 
Greece Yes The AIFM submits separate notifications of its intent to operate a private placement for (i) professional investors and (ii) nonprofessional investors to the HCMC. Notification must be accompanied by certification from the home State that the relevant EU AIFM is authorised to manage AIFs. Notification fee of EUR 1,000 plus 2.4% stamp duty per AIF. No 
Hungary Yes Upon submitting a notification to the MNB, the AIFM may operate a private placement to professional and nonprofessional investors. Separate notification is not required. However, unregulated Collective Investment Schemes may not be promoted to Hungarian investors. Currently, there are no fees to market under the private placement regime. No 
Ireland Yes Upon submitting a notification to the CBI, an AIFM that is authorised in an EEA other than Ireland may market to professional investors in compliance with home State authority regulations. An AIFM authorised in Ireland may do the same by applying to the CBI directly. Notification must be accompanied by certification from the home State that the relevant EU AIFM is authorised to manage AIFs. Currently, there are no fees to market under the private placement regime. 

Yes - EEA AIFMs may commence pre-marketing AIFs which are not yet established, to potential investors in Ireland subject to the requirements of regulation 31A of the European Union (Alternative Investment Fund Managers) Regulations 2013 (S.I. No. 257 of 2013) as amended. 

Please refer to the CMS Guide to Passporting – Rules on Marketing Alternative Investment Funds in Europe. 

Italy Yes Upon submitting a notification to Consob and the Bank of Italy the AIFM may operate a private placement to professional investors. Notification must comply with the requirements under the Legislative Decree no. 58/1998, Section 43. Each year, Consob issues specific resolutions to determine all fees payable. Yes - EEA AIFMs can carry out pre-marketing activities of reserved AIFs vis-à-vis professional investors in Italy provided that CONSOB receives a prior notification by the competent home state Authority of the relevant EEA AIFM. 
Latvia Yes 

In Latvia, the marketing of funds necessitates prior notification to the BoL Upon submitting a notification, the EEA AIFM may operate a private placement to professional investors. Under certain conditions and when appropriate safeguards are in place, this private placement may also be extended to include qualifying non-professional investors. 

With respect to non-EEA AIFMs, when operating a private placement, only limited exceptions exist, i.e., reverse solicitation. 

Marketing of funds necessitates prior notification to the BoL. This notification should be accompanied by all the pertinent information and documentation as mandated by the AIFMD.  N/A Only EEA AIFMs may commence pre-marketing of EEA AIFs to potential professional investors in Latvia without prior having to notify the BoL.
Liechtenstein Yes 

When operating a private placement to professional investors only, the AIFM must take measures to prevent the marketing to nonprofessional investors. 

A separate notification must be sent in order to operate a private placement for retail investors. 

Notification must be accompanied by all required documents according to Art 32 AIFMD. 

For private placement to retail investors additional documentation is necessary according to Art 151 AIFMG. 

Notification fee professional investors only; CHF 500 per (sub-) fund. 

Notification fee retail investors: CHF 750 for single funds and CHF 1’125 for Umbrella Funds including one sub-fund, CHF 375 for each additional sub-fund. 

Annual supervisory fee of CHF 1’250 per (sub-) fund. 

Yes - EEA AIFMs may commence pre-marketing AIFs which are not yet established to potential professional investors in Liechtenstein, provided that the FMA receives a pre marketing notification letter within two weeks of starting such pre marketing activity. Please refer to the CMS Guide to Passporting  – Rules on Marketing Alternative Investment Funds in Europe. 
Lithuania Yes When operating a private placement in Lithuania, the offerings detailed in Article 1(4) of the Prospectus Regulation are not deemed to have a public character and do not require to have a prospectus approved in Lithuania. However, in any case AIFM must submit a notification to the Bank of Lithuania, before offering AIFs to investors. Notification must comply with the Law on Management Companies of Alternative Collective Investment Undertakings of the Republic of Lithuania. Currently, there are no fees to market under the private placement regime. No 
Luxembourg Yes Upon submitting a notification to the CSSF, the AIFM may operate a private placement to professional investors. Currently, no EU passport exists for the marketing of AIFs to nonprofessional investors. The prospectus requirement is subject to exceptions. Currently, there are no fees to market under the private placement regime. No 
Malta Yes The AIFM must satisfy the requirements under the Third Country Regulations to operate a private placement to professional or retail investors in Malta. National Private Notification Forms pursuant to the provisions of the AIFMD must be completed and submitted to the MFSA. Notification fee of EUR 2,500 per AIF and EUR 450 per sub-fund. Annual supervisory fee of EUR 3,000 per AIF and EUR 500 per sub-fund. No 
Mauritius Yes The foreign fund must satisfy the requirements of the Securities (Preferential Offer) Rules 2017 for offer of securities in Mauritius. Notification to the Mauritius Financial Services Commission together with submission of required documentation. Currently there are no fees are applicable. 

Pre-marketing is not  

yet regulated for private placements under Mauritius law. 

The Netherlands Yes Upon submitting a notification to the AFM, the AIFM may operate a private placement to professional investors. A separate notification must be sent by the EEA AIFM in order to operate a private placement for nonprofessional investors. Only the non-EEA AIFM from a designated state can operate a private placement for nonprofessional investors. The non-EEA AIFM must complete and submit a national notification form to the AFM. A registration fee of EUR 4,400 per non-EEA AIFM from a designated state. Currently, there are no fees to market under the other private placement regimes. Yes - the AIFMs in a designated state and other non EU AIFMs need to submit a pre-marketing notification form to the AFM prior to engaging in pre-marketing activities in the Netherlands. 
Norway Yes Upon submitting an application to the FSAN, the AIFM may operate a private placement to professional investors. In order to operate a private placement for nonprofessional investors, an application must be sent to the FSAN. Finanstilsynet has published two separate application forms which shall be used when applying for an authorisation to market non-EEA AIFs and AIFs managed by non-EEA AIFMs in Norway to professional investors. 

Fees between NOK 5.000 and NOK 30.000 per fund may be levied for marketing applications submitted after 1.1.2024.  

 

Annual fees of up to NOK 10.000 may be levied per manager with one or more funds approved for marketing in Norway.  

The final fee level within this range has not been set.  

Pre-marketing rules have been passed by Parliament, but as of publication not yet entered into force. According to these rules, only EEA managers (and their representatives) may perform pre-marketing in Norway, and only for funds established (or planned to be established) in the EEA. Third-country funds may thus not be pre-marketed in Norway. For an overview of the pre-marketing rules for EEA managers, please consult the guide on marketing of AIFs.   
Poland Yes Upon submitting a notification to the PFSA, the AIFM may operate a private placement to professional and, in certain circumstances, nonprofessional investors. Notification must detail the EEA AIF internal regulations and be accompanied by certification that the AIFM is authorised in their home State. Currently, there are no fees to market under the private placement regime. EEA AIFMs may commence pre-marketing of AIFs which are not yet established or established but not yet notified for marketing in accordance with the procedure described above, to potential professional investors in Poland, provided that the PFSA receives a pre-marketing notification within 2 weeks from the starting date of pre-marketing activities. Please refer to the CMS Guide to Passporting – Rules on Marketing Alternative Investment Funds in Europe. 
Portugal Yes Upon submitting a notification to the CMVM, the AIFM may market an EEA AIF to professional investors. In order to market a non-EEA AIF market to nonprofessional investors, the AIFM must be granted authorisation by CMVM. Notification must detail the EEA AIF internal regulations and be accompanied by certification that the AIFM is authorised in their home State. Currently, there are no fees to market under the private placement regime. Yes – the provision of information or communication, directly or indirectly, about investment strategies or investment ideas by or on behalf of an national or EU AIFM to gauge the interest of potential professional investors in a EU AIF, which is not authorised or has not been notified for marketing in the Member State where the potential investors have their domicile or registered office  is allowed in Portugal. 
Romania Yes 

Upon submitting a notification to the RFSA, the AIFM may operate a private placement to professional investors. 

The AIFM must submit a prospectus for approval in order to market to nonprofessional investors. 

Notification must detail the services that the AIFM intends to perform and be accompanied by AIF’s internal regulation and offering document. Currently, there are no fees to market under the private placement regime. Yes - 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 professional investors in Romania, provided that the EEA AIFM sent a 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 RFSA. 
Singapore 

Yes 

 

Private placements may be undertaken if such offer is made in reliance of an exemption, such as where:

  1. Only personal offers in the fund are made, where the total amount raised from such offers does not exceed S$5,000,000 within any 12-month period. 
  2. Offers in the fund are made to no more than 50 persons within any 12-month period. 
  3. Offers in the fund are made solely to institutional investors. 
  4. Offers in the fund are made solely to accredited investors or relevant persons who are related to the offeror (as defined under Singapore law), or if the acquisition of units in the fund is at a consideration of not less than S$200,000 for each transaction. 

(Only in respect of offers to accredited persons or other relevant persons)  

A notification must be submitted to the Monetary Authority of Singapore for the fund to be entered into the list of restricted schemes.  

A copy of the fund’s information memorandum must be submitted to the Monetary Authority of Singapore for record purposes. 

(Only in respect of offers to accredited persons or other relevant persons)  

S$250 for the submission of a new notification to be entered into the list of restricted schemes. 

S$50 for an annual declaration notification (where the fund is in the existing list of restricted schemes). 

There is no separate regime for pre-marketing. Any marketing activity undertaken in respect of the fund is subject to the offering requirements unless an exemption can be relied on.  
Slovakia Yes Upon submitting a notification to the National Bank of Slovakia, the AIFM may operate a private placement to professional investors (including qualified investors). In order to operate a private placement for nonprofessional investors, an application must be sent to the National Bank of Slovakia for permission. Notification must be accompanied by documentation in principle in the extent of the AIFMD. The permission process with the National Bank of Slovakia is rather complex and depends on the entity of the AIFM (Slovak, EEA, non-EEA). Currently, there are no fees to market under the private placement regime for the notifications. The permission for marketing with nonprofessional investors costs EUR 1.700. Yes - 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. 
Slovenia Yes One of the exemptions from public placement must be identified. Generally, no separate notification of private placement is required. Currently, there are no fees to market under the private placement regime. Yes - EEA and non-EEA AIFMs may exercise pre-marketing activities of AIFs to professional investors on the Slovenian market within the limited scope provided by the law. Pre-marketing of units of UCITS is not regulated under Slovenian law. 
Spain No Only by submitting a notification to the CNMV, the AIFM may market an EEA AIF to professional investors. In order to market a non-EEA AIF to nonprofessional investors, the AIFM must be granted authorisation by the CNMV. N/A. N/A Yes - the management companies of OECIIs or CECIIs may exercise pre-marketing activities to potential professional investors in order to test their interest in a qualifying fund which is not yet established, or in a qualifying fund which is established, but not yet notified for marketing. A pre-marketing notification form must be submitted to the CNMV prior to engaging in pre-marketing activities in Spain. 
Sweden Yes Upon submitting a notification to the SFSA, the EEA AIFM may market an EEA AIF to professional investors. In order to market a non-EEA AIF market to nonprofessional investors, the AIFM must be granted authorisation by the SFSA. Authorisation is also necessary for marketing to nonprofessional investors. Notification by EEA AIFM’s shall be accompanied by certification that the AIFM is authorised in their home Member State. For marketing a non-EEA AIF or to nonprofessional investors, the AIFM must obtain a licence from the Swedish FCA and provide certain minimum information. There are special rules regarding what funds may be marketed to nonprofessional investors. Currently, there are no fees  for notifications from EEA AIFMs in relation t marketing/private placement. However there are fees for obtaining a license where so required. Yes - A foreign EEA-based AIFM, which has been authorised in its home country 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. No legislation has been introduced regarding pre-marketing by non-EEA based AIFMs or of UCITS. 
Switzerland Yes Private placements are permissible if the applicable constraints and requirements on the product, the distributor and the documentation level are complied with. Besides further requirements described below, client advisers (i.e. the individuals deploying the marketing activities) may need to register with an advisers' register, an affiliation with an ombudsman's office may be required, and the fund may be required to appoint a Swiss representative and a Swiss paying agent. There are no specific governmental fees related to the private placement of collective investments schemes. However, the advisers' register, the ombudsman's office and/or the Swiss representative and paying agent will charge fees. Swiss law does not provide for specific pre-marketing rules, i.e. a list of specific activities which do not fall within the scope of the applicable marketing rules at all, or trigger lower requirements (such as a mere notification duty). 
United Arab Emirates  N/A Private Placement within Onshore UAE (defined below) requires a locally licensed distributor to carry out the promotion of the fund units and the Fund must be registered with the regulatory Authority. The Fund must be registered with the SCA as well as including details of the licensed distributor. There are no applicable fees other than those incurred through the appropriate licensing processes.  Onshore UAE law does not generally encompass pre-marketing rules, therefore all forms of marketing is captured by the regulations and as such must abide by the respective regulatory requirements   
United Kingdom Yes Upon submitting a notification to the FCA, a non-UK AIFM may operate a private placement to professional investors. The non-UK AIFM must confirm that it complies with UK requirements and that appropriate co-operation arrangements between relevant States are in place. Marketing fee of GBP 250 for an AIF managed by a fullscope non-UK AIFM. Marketing fee of GBP 125 for an AIF managed by a subthreshold non-UK AIFM. The UK does not have a separate regime for pre-marketing. Pre-marketing is subject to the same financial promotion rules as any other marketing of a fund in the UK.