UCITS passporting in France

EEA Management Companies that are authorised in their home Member State to manage EEA UCITS may exercise passporting rights for the marketing in France of an EEA UCITS Scheme.

In particular, the marketing in France of units or shares of an EEA UCITS Scheme is subject to the compliance with the marketing rules as set out in the French Monetary and Financial Code and the General Regulation of the Autorité des Marchés Financiers (the French Financial Markets Authority (the “AMF”)).

In order to obtain a marketing passport for an EEA UCITS Scheme, the EEA Management Company must notify the UCITS’ HMSA in the form of a marketing notification which will be notified to the AMF. The requirements for such notification will be laid down in the relevant national law in accordance with Article 93 of the UCITS Directive.

The notification file for marketing an EEA UCITS Scheme in France includes: (i) the letter of notification containing the information on the terms provided for marketing of the shares or units in the EEA UCITS Scheme in France, including, if applicable, the details for each category of shares or units. (ii) the fund rules or constitutive instruments; (iii) the prospectus and, where they exist, the most recent annual report and any biannual report; (iv) the attestation from the HMSA (v) the KIID, translated into French; (vi) proof of payment of the AMF filing fee.

The AMF acknowledges receipt of the file as soon as it arrives. If the file is incomplete, the AMF may contact the UCITS’ HMSA.
The AMF informs the UCITS’ HMSA within five business days that the complete notification file has been considered.
Marketing in France may commence as soon as the HMSA has informed the EEA Management Company that its notification has been transmitted to the AMF.

The EEA Management Company must appoint a centralising correspondent within France, along with any financial correspondents that they might have, when they file their marketing notification. The EEA UCITS Scheme must notify the AMF of their centralising correspondent.

The correspondent(s) of the EEA UCITS Scheme in France are contractually bound to provide the following financial services: (i) processing subscription and redemption requests; (ii) making coupon and dividend payments; (iii) supplying information documents to investors; (iv) providing shareholders / unitholders with specific information. The centralising correspondent is also responsible for paying the annual set fee.

The KIID must be provided in French and made available in French during the subscription period. Other information documents available to the public, such as the prospectus, the constitutive documents and the annual report, may be drafted in a language customarily used in the sphere of finance. In such case, the General Regulation of the AMF indicates that the marketing should be particularly oriented to professional investors.

The EEA Management Company must email the AMF in a commonly used electronic format the annual report, the biannual report, any amendments affecting the EEA UCITS Scheme (change of name, creation of a new class of units or shares, creation of a new sub-fund, merger, demerger, liquidation, winding up, transfer) along with amendments to its KIID, prospectus, and post-filling changes to the EEA UCITS Scheme that will affect its marketing in France.

Marketing materials for potential investors are subject to formal requirements. Pursuant to the General Regulation of the AMF, marketing materials shall be clearly identified as such. They shall be accurate, clear and not misleading and must mention the existence of the prospectus and the availability of the KIID.

Where applicable, distributors must submit promotional documents designed for investors to the EEA Management Company.

UCITS which are not yet established or established but not yet compliant with the applicable marketing procedures, may commence premarketing to potential professional investors in France, provided that the AMF receives a pre-marketing notification letter within two weeks of starting such pre-marketing activity. 

UCITS 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 AMF. 

The information provided to potential professional investors within the context of the pre-marketing activity should not enable such investors to commit to acquiring units or shares of the pre-marketed UCIT or amount to a subscription form or similar document, whether in draft or final form. 

For processing the notification, AMF charges a fee of EUR 2,000 per EEA UCITS Scheme or per sub-fund (if any). The fee is payable on the day the notification is filed with the AMF and on 30 April of each subsequent year.