Scope: AIFM licence or registration requirement

Different regimes

1. The licensing regime

In principle, if a manager offers units to investors and manages (one or more) alternative investment funds, a licence is needed. If a manager is eligible for the registration regime as described below, the manager can be exempted from the licencing regime.

The top-up retail rules

Under the licencing regime, if a manager (also) offers units to non-professional (retail) investors, the manager must in principle comply with all the rules of the licensing regime. There are additional rules specifically for the benefit of non-professional (retail) investors (so-called top-up retail rules) under the licencing regime. The top-up retail rules of article 4:37p of the Wft only apply if non-professional (retail) investors invest less than €100.000.

2. The registration regime

There are two categories within the registration regime. You can find the conditions for the registration regime below.

2.1. Offering to professional investors exclusively

If a manager offers units to professional investors and manages (one or more) alternative investment funds whose total assets under management:

i. are less than or equal to €100 million; or
ii. are less than or equal to €500 million, in case of a manager managing funds that do not use leverage and are closed-end for the first five years, the manager is exempt from the licencing regime but is required to register under the registration regime.

2.2. Offering to non-professional investors

Additional requirements apply if a manager offers units to non-professional investors exclusively or to both professional and non-professional investors and manages (one or more) alternative investment funds whose total assets under management:

i. are less than or equal to €100 million; or
ii. are less than or equal to €500 million, in case of a manager managing funds that do not use leverage and are closed-end for the first five years.

To fall under the registration regime these units managed can only be:

i. offered to fewer than 150persons; and/ or
ii. acquired for an equivalent value of at least €100,000 per participant, or have a nominal value per right of at least €100,000.

If these requirements are met, the manager is exempt from the licencing regime but is required to register under the registration regime.