AIFMD: licensing, the registration regime and AIFMD II for fund managers.

When an undertaking raises capital from a number of investors with a view to investing it in accordance with a defined investment policy for their benefit and is not a UCITS (Article 4(1)(a)). The ESMA guidelines on key concepts elaborate the four building blocks and draw the line against an ordinary commercial undertaking, joint venture, holding company or family office. This qualification question is the hinge in practice: if the structure falls outside, the whole framework falls away.

If assets under management stay below EUR 100 million (including assets acquired through leverage) or below EUR 500 million without leverage and without redemption rights for five years, the registration regime of Section 2:66a of the Dutch Financial Supervision Act applies instead of the licence requirement. The threshold is calculated at manager level, including affiliated undertakings. When offering to retail investors, one of three conditions also applies: fewer than 150 persons, a minimum subscription of EUR 100,000 or a nominal value of at least EUR 100,000 per unit.

No European passport: managing or marketing in another member state requires a full licence (opt-in). No investment services as ancillary services. What is required: notification to the AFM with details of the manager, funds, assets under management and strategy, periodic reporting, notification when the threshold is exceeded, the disclosure in offering documents and full compliance with the Dutch AML act and the Sanctions Act. In September 2026 the AFM asked light managers for extra attention to AML and sanctions compliance.

Investment strategies, governance and suitability of policymakers, shareholders, remuneration policy, delegation arrangements and the human and technical resources. Since AIFMD II, the conduct of business must be decided by at least two natural persons who are employed full-time or committed full-time (Article 8). Outsourcing and valuation are the two parts of the file that most often trigger rounds of questions from the AFM.

EUR 300,000 for an internally managed AIF and EUR 125,000 for an external manager, plus 0.02 percent of assets under management above EUR 250 million up to a maximum of EUR 10 million, plus additional own funds or professional indemnity insurance (Article 9). If the manager also provides MiFID services (the top-up), the prudential requirements of IFR/IFD apply in addition.

The manager selects at least two liquidity management tools from Annex V (not only points 5 and 6), suited to the strategy, liquidity profile and redemption policy, includes them in the fund rules or articles, lays down activation and deactivation procedures and notifies the choice to the AFM. Delegated Regulation (EU) 2026/465 sets the characteristics of the tools; funds established before 16 April 2026 are deemed compliant until 16 April 2027. The final ESMA guidelines on selection and calibration date from March 2026.

A concentration limit of 20 percent of capital per borrower that is a financial undertaking, AIF or UCITS; a leverage limit of 175 percent (open-ended) or 300 percent (closed-ended); a ban on originating solely to sell on; and 5 percent risk retention per transferred loan. A loan-originating fund is in principle closed-ended. Funds established before 15 April 2024 have until 16 April 2029; the technical standard for open-ended loan funds had not yet been adopted as at 7 October 2026.

Delegation requires an objective reason, suitability of the delegate and retained substance; the information to the supervisor and ESMA has been expanded. A depositary in another member state may be permitted under conditions where the domestic market is too small. Supervisory reporting (Article 24) is being broadened; the templates will follow and the deferred provisions apply from 16 April 2027.

Through the act implementing the amended AIFM and UCITS directives (Stb. 2026, 91), the implementing decree (Stb. 2026, 122) and the entry-into-force decree (Stb. 2026, 121): in force on 29 May 2026, some elements from 16 April 2027. The European application date was 16 April 2026; for the intervening weeks, interpretation in conformity with the directive is the starting point. The AFM Q&A on the AIFM Directive (July 2026 version) is the main national source of interpretation.

Skipping qualification; not calculating the threshold at manager level including affiliated undertakings; looking at leverage at fund level only; mixing up offering conditions and the prospectus requirement with the licence requirement; treating substance as a formality; outsourcing register and valuation policy not tailored to the asset class; copying costs and timelines from an old file; not separating pre-marketing from marketing. (Generic patterns from our own files.)

The technical standard for open-ended loan-originating funds, the templates and guidelines for reporting from 16 April 2027 (in September 2026 ESMA announced an integrated reporting template and a central data hub), possible new ESMA guidelines and Q&As, and the AFM’s elaboration of liquidity management and loan origination. On 29 September 2026 the AFM asked asset managers to strengthen ICT recovery under DORA.