AIFMD — Directive 2011/61/EU on alternative investment fund managers
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AIFMD regulates the manager of any non-UCITS fund managed or marketed in the EU — its authorisation, depositary, leverage, delegation and reporting — and hands a fully authorised manager a passport to market across the EU. AIFMD II, applying from 16 April 2026, adds harmonised liquidity-management tools for open-ended funds and the first EU-wide framework for loan-originating funds. The regulated entity is the manager, not the fund: a fund can wear an "unregulated" label and still sit entirely inside AIFMD through its authorised manager. The passport is a bargain — full-scope authorisation is what buys the cross-border marketing.
Scope and the core mechanism
AIFMD is a directive, so it does not apply directly the way an EU regulation does. It binds the member states, each of which must transpose it — write it into their own national law (the technical term for turning an EU directive into domestic statute). So the text you actually comply with is national: Luxembourg's Law of 12 July 2013 (amended by the AIFMD II transposition law of 2026), Ireland's AIFM Regulations, and so on. The directive is the floor; national law is where you read the detail.
Who is caught: the manager of an AIF (alternative investment fund — any collective fund that is not a UCITS retail fund). AIFMD splits managers in two. A full-scope AIFM is authorised, carries the whole rulebook, and gets the marketing passport. A sub-threshold manager below the AuM limits is merely registered — lighter reporting, but no passport, so it markets only through national private placement regimes. Full authorisation is the price of admission for cross-border marketing.
Key provisions
| Provision | What it says | The practical point |
|---|---|---|
| Authorisation thresholds | Full authorisation is required above EUR 100m of AuM (leveraged), or EUR 500m (unleveraged with a 5-year lock-up and no redemption rights); below that a manager is registered, not authorised. | Sub-threshold buys you lighter reporting but no passport — you market only via NPPR. Cross the line and the full rulebook lands. |
| Operating conditions | Own-funds minimums, a remuneration policy, and conflict-of-interest, valuation and risk-management requirements for the manager. | The compliance weight sits on the management company, not the fund vehicle — that is where you build the substance. |
| Delegation | Functions can be delegated, but the AIFM must keep enough substance that it does not become a "letterbox entity" that delegates so much it is no longer the manager. AIFMD II tightens the disclosure around delegation. | Delegate portfolio management if you like — but keep real decision-making and staff, or the authorisation is a shell. |
| Depositary | Each AIF must appoint a single depositary for safekeeping, cash-flow monitoring and oversight. | One depositary per AIF, budgeted from day one — it is not optional and not shared across funds. |
| Transparency / Annex IV reporting | Periodic supervisory reporting to the national regulator (the "Annex IV" return) plus investor disclosures. AIFMD II expands the data set, with new reporting elements phasing in. | Reporting frequency scales with AuM and leverage. The AIFMD II reporting expansion arrives later than the April 2026 core date — see To verify. |
| Marketing passport + NPPR | A full-scope EU AIFM marketing an EU AIF gets a passport to market to professional investors across the EU. Third-country managers/funds rely on national private placement regimes (NPPR), member state by member state. | Passport = one notification, EU-wide. Non-EU structures mean navigating each country's NPPR separately — plan the marketing map early. |
Amendment history
| Date | Instrument | What changed |
|---|---|---|
| 8 Jun 2011 | Directive 2011/61/EU | Original AIFMD — authorisation, depositary, leverage, delegation, transparency and the marketing passport. |
| 15 Mar 2024 | Directive (EU) 2024/927 (AIFMD II) | Published in the Official Journal — amends AIFMD (and the UCITS Directive) on liquidity tools, loan origination, delegation, depositary and reporting. |
| 16 Apr 2026 | AIFMD II — transposition deadline / application | Member states must apply the measures. Open-ended AIFs must adopt liquidity-management tools; the loan-origination framework (retention, leverage caps) applies; delegation and reporting rules tighten. |
| 27 Feb 2026 | Delegated Regulation (EU) 2026/465 | Level 2 RTS specifying the characteristics of the liquidity-management tools; applies from 16 April 2026. |
What it works with
AIFMD is the hub the rest of the fund stack hangs off. See the AIFMD II tracker for the moving transposition dates, the AIFMD glossary for the defined terms, and the Annex IV guide for the supervisory return in practice. On the national side, Luxembourg's AIFM Law is one transposition of this directive. For the registered tier and the newer regimes, see sub-threshold AIFM, loan-originating funds, and the depositary.
The gotcha: AIFMD regulates the manager, so a fund marketed as "unregulated" — a RAIF, a Jersey Private Fund — is still fully inside AIFMD through its authorised AIFM. The product label is a marketing convenience, not the regulatory perimeter. If there is a full-scope manager, the AIFMD rulebook is already on the fund, whatever the brochure calls it.
To verify
- Phased AIFMD II reporting — the exact application dates of the expanded Annex IV / supervisory-reporting elements (widely reported as phasing in around 2027, after the 16 April 2026 core date). Confirm against the final Level 2 reporting RTS and ESMA guidance before relying on a date.
- Open-ended loan-originating RTS — the Level 2 standards for open-ended loan-originating AIFs were reported as not formally adopted before late 2027, with a transitional period for pre-existing funds. Confirm the instrument number and dates against EUR-Lex / ESMA before treating as final.
- Second LMT Delegated Regulation — a companion RTS (reported as Delegated Regulation (EU) 2026/466, on the selection/calibration of liquidity-management tools) — confirm the number and scope against the Official Journal.
- National transposition status — several member states had not published implementing legislation as of mid-2026. Check the tracker for the live jurisdiction-by-jurisdiction position.
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