On this page we explain the passporting process to help firms and their advisers.
The following process is not a substitute for considering the relevant parts of Treasury legislation, EU legislation and the FCA Handbook, or seeking professional advice as appropriate. The information below does not deal with issues arising out of the law of other EEA States.
You need to be authorised by us to manage an AIF before you can market an EEA AIF on a passported basis.
If you already have a passport to do management business under the UCITS directive, you can continue to use your UCITS passport for your UCITS business, in addition to exercising passport rights under the AIFMD. However, you will need to make a separate notification to us if you want to manage an EEA AIF on a passported basis.
If your UCITS passport also enables you to carry out additional MiFID investment services, you can continue to use your UCITS passport to carry out these additional MiFID services in other Member States, as well as exercising passport rights under the AIFMD. However, you will need to make a separate notification to us if you want to manage an EEA AIF on a passported basis.
If you are a full-scope UK AIFM and want to also provide MiFID investment services on a passported basis, please note the following information.
Competent authorities in a Member State other than the home Member State of an AIFM can accept passport notifications for the activities of the AIFM authorised under Article 6(4) of the AIFMD.
Article 92 of Directive 2014/65/EU (MiFID 2) modifies the provisions of the AIFMD. This establishes that an AIFM authorised to provide the MiFID investment services mentioned under Article 6(4) of the AIFMD has the right to provide these services on a cross-border basis under the authorisation granted by the competent authorities of its home Member State.
Member States must apply the measures referred to in Article 92 of MiFID 2 from 3 July 2015. However, the principle of sincere cooperation set out in Article 4(3) TFEU requires the Member States to facilitate the achievement of the Union’s tasks and refrain from any measure that could jeopardise the attainment of the Union’s objectives. It is therefore recommended that competent authorities accept passport notifications for the activities of the AIFM authorised under Article 6(4) of the AIFMD even before 3 July 2015.
If you manage an AIF in other Member States you may need to make other regulatory notifications or applications, this will be a matter for the local law of the host state in question. You need to consider the impact of any AIF authorisation or similar process in the host state regarding the timing of related applications and notifications to the FCA.
Your firm must be authorised as a full-scope AIFM before you can exercise passport rights in relation to marketing UK AIFs. We will only send AIFMD marketing passport notifications to another Member State’s authority if you are authorised.
If you have published a prospectus in accordance with the Prospectus directive in relation to an AIF, you may be required to have a marketing passport to market the AIF you manage in other Member States.
If the prospectus was drawn up and published in accordance with the Prospectus directive before 22 July 2013, there is no need to have recourse to an AIFMD marketing passport for the duration of that prospectus. Subject to these transitional arrangements, however, the notification requirements of both the Prospectus Directive and the AIFMD apply to the AIFM.
If you are an AIFM and market your EEA AIF to both professional and retail investors, you can exercise marketing passport rights under the AIFMD in relation to this fund. But you will always have to bear in mind the local laws, even though you are able to market only in relation to ‘professional investors’, as defined by the AIFMD.
If you want to market the fund to retail investors, you will also have to follow local law requirements and restrictions, as well as the restrictions on the promotion of AIFs to investors imposed by section 238 of FSMA.
Marketing EuSEF and EuVECA
If you want to market European Social Entrepreneurship funds (EuSEF) and European venture capital funds (EuVECA) to investors in other Member States, you cannot do this as part of or in addition to an AIFMD marketing passport.
A manager first needs to be registered by us, according to the EU regulations, as a EuSEF or EuVECA manager manager.
The right to market EuSEF and EuVECA funds to Member States is intrinsic to the EuSEF and EuVECA registrations, in accordance with EU regulations.
We have 2 months to determine a completed application for registration. For firms registered as a EuSEF or EuVECA manager, we have 20 days in which to determine whether a new EuSEF or EuVECA fund is a qualifying EuSEF or EuVECA.
If your application is successful we will notify the relevant Member State or Member States and you can begin marketing this fund on a cross-border basis.
More information about passporting
If you want to passport management or marketing activities into a Member State that has not yet transposed the AIFMD, ESMA has published an opinion that recognises the right of firms to be able to exercise passport rights in Member States that have not yet transposed the directive. This assumes that your firm’s own home Member State (eg the UK) has transposed the AIFMD.
The UK does not charge a fee in respect of AIFMD outward passport notifications. We are aware that certain other Member States are charging fees payable by UK firms, upon receipt of incoming AIFMD passport notifications.
Passport notification form
There are two different types of passports: