Sub-threshold AIFM requirements by jurisdiction

Small-fund structuring often starts from the line "we're under the threshold, so AIFMD doesn't apply". That is only half true. The €100m/€500m carve-out removes the authorisation burden; it does not remove the regulator.

Luxembourg, Ireland and the UK still want filings and annual data, and they require notice once a manager exceeds the threshold. Jersey attaches duties when a fund is marketed into the EU or the UK. Guernsey leaves the duties to the host states. Each regime also uses a different word for the same idea.

Luxembourg and Ireland "register" you. The UK splits you into two different kinds of "small". Jersey and Guernsey sit outside the EU, so they care about your size only on the day you market into someone else's market. No regulator publishes the comparison, so this page holds all five side by side.

Vocabulary first. A sub-threshold AIFM is a manager under Article 3(2) of the AIFMD. Its total assets under management do not exceed €100m including any assets acquired through leverage. Or they do not exceed €500m where every portfolio is unleveraged and carries no redemption rights for five years from each investor's initial investment.

Registration (Article 3(3)) is the light gateway that replaces authorisation. You identify yourself and your AIFs, describe the strategies, and keep reporting. The NPPR, or national private placement regime, is the country-by-country marketing route. Sub-threshold and non-EU managers use it because the AIFMD passport is reserved for authorised AIFMs.

The full matrix below adds the local definition and the primary source for each regime.

The one-line read: the EU pair register you and keep you reporting. The UK gives you two kinds of small and proposes to remove the registered kind. The Channel Islands do not test your size until you market into the EU or the UK.

The matrix shows home-regulator obligations only. Host-state conditions for a non-EU manager marketing under an NPPR vary by member state. Some impose the full Article 42 conditions, and some restrict or refuse sub-threshold non-EU managers. No single primary source compares them across countries, so each target country's NPPR has to be read on its own terms.

The linked-entity wording comes from Article 3(2) itself. Article 3(2) counts portfolios managed through a company "linked by common management or control, or by a substantive direct or indirect holding" (Law of 12 July 2013, Art. 3(2)).

Article 2 of the Level 2 Regulation adds two delegation rules. AIFs you manage but whose functions you have delegated stay in your calculation. Portfolios you manage under delegation for another AIFM stay out. UCITS for which you act as management company are excluded (Reg. 231/2013, Art. 2, UK assimilated text).

AIFMD II, Directive (EU) 2024/927, had a transposition deadline of 16 April 2026. It did not amend Article 3, so the thresholds and the registration regime survive unchanged.

The directive's headline loan-origination framework is built for full-scope AIFMs. It sets leverage caps of 175%/300%. Under Article 15(4a), loans to one borrower are capped at 20% of the AIF's capital. The cap applies where the borrower is a financial undertaking, an AIF or a UCITS (LU transposition: Law of 12 July 2013, Art. 14(5)). Sub-threshold managers mostly sit outside it. Ireland is the exception: its AIF Rulebook applies the loan-origination provisions to a QIAIF with a registered AIFM (see the Ireland section).

The registration form and its supporting documents go to [email protected], by email only. The AML/CFT IFM market-entry form goes through the eDesk portal. The CSSF asks for filing "immediately and in any case within a reasonable delay". It defines that delay as a maximum of two months from the start of managing the first AIF. It acknowledges within 2 working days and makes first contact within 10 (CSSF registration page).

A new AIF, and the end of management of an AIF, are each notified within 10 working days through the eDesk procedure under Circular CSSF 25/894. Each notice comes with an updated registration form. A manager that stops managing its last AIF also asks to leave the register.

The CSSF expects an updated registration form at least once per year, per Article 5 of Delegated Regulation 231/2013. Changes to the AIFM's name, address, governance, shareholders or managed AIFs are notified "without delay". When an AIF stops being managed, the notice is due within 10 working days.

The breach rules are the standard ones. Notify when AuM crosses Article 3(2). If the breach is permanent (beyond three months), apply for authorisation within 30 calendar days. Where a registered AIFM fails its Article 3(3) duties, Article 3(5) of the 2013 Law lets the CSSF impose Article 51(2) fines (Law of 12 July 2013, Art. 3).

Circular CSSF 23/844 is addressed to all Luxembourg AIFMs. It names Article 3(3)(d) of the 2013 Law as the reporting obligation for registered AIFMs, and requires files to follow the CSSF technical guidance.

The CSSF's AIFMD FAQ (version 24, 20 May 2025) settles the reporting route. Registered AIFMs report annually. Since 1 July 2024, AIFM reporting is accepted only through the API (S3) channel or the eDesk procedure, and the only accepted language is English. A registered manager with nothing to report still files a nil file using the designated field. The FAQ also confirms that only paragraphs 3 and 4 of Article 3 apply to a registered AIFM until it opts in. That is without prejudice to Article 50, so the CSSF keeps its supervisory and investigatory powers.

The main structuring constraint is vehicle choice. The registered-AIFM route pairs with a SIF, a SICAR or an unregulated SCSp/SCS. A Part II UCI also qualifies. Article 88-2(1) of the 2010 Law requires an authorised AIFM "without prejudice to the derogations provided for in Article 3" (Law of 17 December 2010, Art. 88-2). A RAIF is unavailable to a registered manager. Article 4(2) of the RAIF Law requires an external AIFM, authorised under Chapter 2 of the 2013 Law or the Directive (RAIF Law, CSSF coordinated text, Art. 4; official text: Law of 23 July 2016 on Legilux).

Growing a sub-threshold structure into a RAIF later takes one of two routes. The existing external manager can opt in to full authorisation under Article 3(4) of the 2013 Law, or an authorised external AIFM can replace it. Filing a form alone is not enough.

The CBI's own page lists a completed Registered AIFM Checklist plus "all supplementary documentation as required by the application form". That includes "an extract of the AIF offering document and a monitoring and reporting procedure document". The pack is visibly lighter than the authorised-AIFM programme of activity and individual questionnaires. The Rulebook defines a registered AIFM as one registered under Regulation 4(3) of the AIFM Regulations.

The ongoing duties mirror Article 3(3). You identify yourself and your AIFs and report investment strategies. You provide, "at regular intervals", the main instruments traded and the principal exposures and concentrations. You keep updated reporting to the CBI at least annually. You also maintain documented procedures that monitor aggregate AuM against the thresholds, with the 30-day authorisation application on a permanent breach.

Regulation 4 sets no substance or resourcing requirements for a registered AIFM. Under Regulation 4(5), any requirements the Central Bank imposes must be "no more onerous than the requirements to which an authorised AIFM is subject" (S.I. No. 257 of 2013, Reg. 4).

First Irish specific: a QIAIF can operate with a registered AIFM. Chapter 2 Part III of the AIF Rulebook then requires the registered AIFM to comply with listed provisions of the AIFM Regulations. These cover general principles (Regulation 13(1)(f)), delegation (21(1)(f)), liquidity management (18(3)), valuation (20(1) to (7)) and transparency (Regulations 23 and 24, with exclusions). Paragraph 3 requires a single depositary appointed under Regulation 22(1). Sub-threshold does not mean depositary-free in an Irish regulated fund.

The arrangement is also time-limited. A QIAIF authorised on or after 22 July 2013 "must have an authorised AIFM within two years from the Qualifying Investor AIF's date of launch". The AIFM Regulations can require it earlier. Launch means the close of the initial offer period or, with several closings, the first closing (AIF Rulebook, Ch. 2 Part I, Section 2(i), para 1).

Paragraph 1(d) also applies the first sentence of Regulation 20(15). Paragraph 4 adds Level 2 articles: 20 (counterparty due diligence), 24 (inducements), 27 and 28 (execution and order placing) and 49 (liquidity alignment). It also lists 67 to 69, 71(1), 72(1) and 74 (valuation and NAV) and 103 to 106 (annual report and material changes).

Second Irish specific: the credit angle. Ireland implemented AIFMD II by S.I. No. 181 of 2026. The Central Bank published its revised AIF Rulebook on 5 May 2026, following S.I. 181/2026 (CBI Markets Update, CP162 feedback statement). The standalone L-QIAIF chapter is gone; loan origination now follows the harmonised AIFMD II framework.

That framework reaches registered AIFMs of QIAIFs. Paragraph 1(f) of Part III applies Regulations 16(6)(d), 16(6A), 16(6B) and 17A on loan origination. Paragraph 2 requires a QIAIF that is a "loan originating AIF as defined in the AIFM Regulations", with a registered AIFM, to be closed-ended. Under AIFMD II, that means an AIF whose strategy is mainly to originate loans, or whose originated loans reach at least 50% of NAV (as transposed in Luxembourg, Art. 1(43-1); AIF Rulebook, Ch. 2 Part III, paras 1–2). How the Central Bank treats registered managers outside a QIAIF remains open (see To verify).

After Brexit, the onshored regime (the AIFM Regulations 2013 as amended, plus the FCA Handbook) kept the AIFMD architecture, including the euro thresholds. The FCA's authorisation-options map splits sub-threshold managers in two.

• Small authorised UK AIFM: a full FSMA-authorised firm with Part 4A permission, running under a reduced version of the FUND/COLL rulebook. The default for an external manager of private funds.
• Small registered UK AIFM: registration without authorisation, available only to three narrow categories. These are internally managed corporate AIFs, external managers of certain unauthorised property collective investment schemes, and SEF/RVECA (the onshored EuSEF/EuVECA) managers. Everyone else takes the authorised route, however small.

Threshold discipline is where the FCA rules apply most directly. Notify immediately when AuM crosses a threshold. For a temporary breach, confirm at three months whether you are back under. For a permanent breach, submit the notification and the authorisation application within 30 calendar days. The FCA states that "failure to comply with these timeframes may lead us to commence suspension or revocation of permission procedures" (FCA sub-threshold notifications).

Anticipated market movements do not count toward the temporary/permanent judgement, although actual valuation changes still move AuM. Anticipated subscriptions, redemptions, drawdowns and distributions do. If AuM falls back below the threshold before the FCA determines the application, the FCA may consider a withdrawal request case by case.

Both small types file Annex IV transparency reports. The FCA's reference tables give small authorised and small registered UK AIFMs registration status 1, AIF reporting code 1 and Article 3(3)(d) reporting contents. Below-threshold non-UK AIFMs marketing in the UK file on the same basis (FCA, Important information for AIFMD Annex IV transparency reporters, annex 2). Those tables route small firms through AIF001/AIF002 and list no separate SUP 16.18 or AIF042-type return for them.

The reform history runs in three steps. HM Treasury's April 2025 consultation proposed abolishing the legislative thresholds and removing the small registered regime, bringing those firms inside the perimeter. The FCA's Call for Input sketched three tiers based on NAV, not leveraged AuM: small below £100m NAV, mid-sized £100m–£5bn, large above £5bn. Both closed 9 June 2025. The FCA signposted its rules consultation, and HM Treasury its draft statutory instrument, for around mid-2026. Neither had been published as at 2026-07-05.

On 14 July 2026 the FCA published CP26/28, alongside HM Treasury's draft statutory instrument and policy note. CP26/28 raises the small-to-medium line to £750m NAV, up from the £100m first proposed. It keeps £5bn NAV as the large threshold.

Under the proposals, a firm would aggregate the NAV of all AIFs it manages, plus any residual (non-AIF, non-UCITS) collective investment schemes. Each AIF counts at its mean NAV over the most recent calendar quarter. A firm moving up a tier would get 6 months from notification to comply, and 12 months where a depositary becomes necessary.

If a firm moves up more than once in a calendar year, both periods would start from the next calendar year. Crossing a tier would need a SUP 15 notification, not a variation of permission (CP26/28, paras 2.9 to 2.21).

The Treasury proposes to remove the registration regime except for RVECA and SEF managers, with no grandfathering. Unauthorised property fund managers and most registered internally managed AIFs will need authorisation (CP26/28, paras 1.8–1.9).

Qualifying small internally managed investment companies could rely on a proposed exemption from the AIFM regime. To qualify, the AIFM must be a UK AIFM and not an external one, and must be sub-threshold. The AIF must be a body corporate that is not a collective investment scheme. It must be admitted to trading on a UK recognised stock exchange or a multilateral trading facility. The individuals who manage or operate the AIFM must meet specified conditions, including on convictions and disqualification orders. For that exemption only, the draft SI keeps the legacy thresholds converted to sterling: £100m leveraged and £500m unleveraged with no redemptions within five years (CP26/28, paras 11.9–11.11).

CP26/28's consultation chapters and its prudential discussion chapter close 22 October 2026, after an FCA extension. Its other discussion chapters closed 18 September 2026. Technical comments on the draft SI are due by 14 October 2026. The implementation date envisaged is 2028. A UK manager structured today on the small registered regime should plan for authorisation before then.

A Jersey manager may be licensed under the CIF Law or the Financial Services Law, or run a Jersey Private Fund under COBO. None of these depends on AIFMD size. The thresholds apply when a Jersey AIF is marketed into the EU/EEA or UK.

At that point the fund needs an AIF Certificate under the Alternative Investment Funds (Jersey) Regulations 2012. The manager either carries full AIF-services-business regulation or is approved as a "sub-threshold AIFM service provider". The second route sits in Article 4(1) of the AIF (Jersey) Order 2013. It applies where AuM does not exceed €100m including leverage, or €500m for unleveraged AIFs locked for five years. This is the Article 3(2) test. The JFSC's AIFMD FAQ describes the AIF/SUB AIFM application form as carrying no fee. The JFSC 2027 Fees Notice, published with its feedback on proposed fees for 2027, sets none either. Its AIF and AIFSB fees cover only the registration of an AIF and Class ZL AIF services business.

The result is a much shorter rulebook. Part I of the AIF Code of Practice sets the provisions for each category of AIFM. A Full Passport AIFM gets "Full application of the Code", with no derogation permitted. A sub-threshold AIFM gets "Paragraphs 1, 2, 3, 4 and 5.12 of Section 1". Those cover scope, the threshold test, determination of the AIFM, conditions for conducting AIF business and JFSC financial penalties. Under paragraph 2.5 the manager identifies itself and its AIFs to the JFSC, describes the strategies, and reports the main instruments and concentrations. It must also "notify the JFSC in writing promptly" if the threshold conditions are lost.

A Private Placement AIFM takes a longer list. It covers paragraph 25, Section 1 paragraphs 1, 2.3, 3, 4 and 5.12, and Sections 3 and 4 except paragraph 19. That adds the conditions for marketing without a passport and the Section 3 transparency requirements: annual report, disclosure to investors and reporting to the JFSC. Section 4's company-control provisions apply only where the marketed fund falls within paragraph 20.1. The UK-regime Code and the EU/EEA Code set the same three categories with the same lists.

A permanent breach follows paragraph 2.4.2 of both Codes. The AIFM "shall notify the JFSC in writing without delay" and "seek, where required, further authorisation under the FS(J)L within 30 calendar days". A breach expected to last more than three months is not temporary (paragraph 2.4.4).

No depositary requirement attaches through the sub-threshold route. For a Jersey Private Fund with a sub-threshold AIFM, only these minimal AIF Code requirements apply on top of the JPF Guide.

Jersey has split its rulebook to track EU/UK divergence. From 16 April 2026 the existing (1 January 2021) AIF Code "only applies to the UK-focused regime". A new AIF Code transposing AIFMD II governs the EU/EEA regime from the same date.

The sub-threshold approach is the same in both Codes. Full-scope managers marketing under EU NPPRs, however, pick up the expanded AIFMD II disclosure set. A manager marketing into both London and Luxembourg now reads two Codes.

Guernsey's domestic fund regimes carry no AIFMD size test. These are authorised funds, registered funds and the Private Investment Fund, all under the Protection of Investors Law. AIFMD status is checked only at the EU border, and Guernsey states the sub-threshold consequence plainly.

The GFSC's AIFMD regime page sets the full-scope route. A Guernsey AIFM or self-managed AIF marketing into the EEA notifies the Commission on Form AIFM within 14 calendar days of commencing marketing. It must also comply with the AIFMD (Marketing) Rules 2021. The page then adds: "the AIFMD (Marketing) Rules, 2021 do not apply to sub threshold AIFMs as reflected in Article 3 of the Alternative Investment Fund Managers Directive". The page lists four forms: Form AIFM, Form GAIFM, Form DAIFM and Form DST (the depositary quarterly return). None is specific to sub-threshold managers. That settles the Marketing Rules point only; whether the GFSC expects any other notice is in To verify.

Read that for what it does not say. The GFSC steps back; the host state does not. A sub-threshold Guernsey manager marketing into an EU member state still faces that state's NPPR conditions in full. Member states may impose Article 42-style transparency (annual report, pre-investment disclosure, regulatory reporting). They may also shut sub-threshold non-EU managers out entirely. The exemption you enjoy at home does not travel.

For the UK, the route is the small third-country AIFM notification under regulation 58 of the UK AIFM Regulations, via the FCA's Connect system: notify, then market. Per the FCA's NPPR page, a regulation 58 manager must also report transparency information to the FCA. Regulation 58 requires no supervisory co-operation arrangements, unlike the full-scope regulation 59 route (FCA, NPPR supervisory co-operation arrangements).

Managers wanting EU-facing credibility above the threshold can opt in to Guernsey's AIFMD-equivalent rules (Form GAIFM/DAIFM). For a typical sub-threshold PIF structure, the target countries set almost the whole practical burden, not Guernsey.

1. The threshold is an exposure test, not a NAV test. Under Delegated Regulation 231/2013, Arts 2–5, you count assets acquired through leverage at full value. You convert every derivative into its underlying equivalent at absolute value. You aggregate across every AIF managed directly or indirectly through linked entities (common management, control, substantive cross-holding). A "€60m fund" running 2× leverage makes a €120m AuM manager.

The €500m limb needs both conditions: unleveraged and a five-year redemption lock. A subscription-line facility at fund level can constitute leverage. If it does, the ceiling falls from €500m to €100m without any change in the fund's NAV.

2. Sub-threshold is a status you must keep proving. AuM is calculated at least annually and monitored continuously, with documented procedures; the CBI and CSSF both ask to see them at registration. A temporary breach starts a three-month clock. In Luxembourg, Ireland and the UK, a permanent breach gives you 30 calendar days to file for full authorisation. Jersey's Code requires written notice without delay and, where required, an application for further authorisation within 30 calendar days (para 2.4.2). The FCA adds that missing the deadline can lead to suspension or revocation. The UK's euro-denominated thresholds add currency drift: a sterling book can breach on exchange-rate movement alone.

3. "Registered" never means "silent". Luxembourg wants the registration form refreshed annually, plus change notifications without delay. Ireland wants instruments, exposures and concentrations at least annually. The UK wants threshold notifications immediately, and Jersey's Code demands prompt written notice when the conditions are lost. The simplest supervisory finding in this space is a sub-threshold manager that registered once in 2022 and never filed again.

4. No passport, and your host state does not have to honour your exemption. Sub-threshold managers market country by country under each NPPR. Some rely on reverse solicitation, which is a defence, not a distribution plan. A sub-threshold EU manager can use the EuVECA/EuSEF opt-in, a pan-EU passport without full authorisation, if the strategy fits. A sub-threshold Channel Islands manager gets whatever each member state's national regime allows, from lighter-than-Article-42 terms to no entry at all.

5. Vehicle choice decides more than the thresholds do. A Luxembourg RAIF requires an authorised external AIFM. An Irish QIAIF authorised on or after 22 July 2013 accepts a registered AIFM for up to two years from launch, or less where the AIFM Regulations require. It also requires a depositary. It must be closed-ended if it meets the statutory definition of a loan-originating AIF. Plan the vehicle and the manager status together. Otherwise the upgrade path is an opt-in to full authorisation or a change of manager.

6. CP26/28 proposes a different UK regime, with implementation envisaged for 2028. CP26/28 proposes removing small registration, measuring size by NAV instead of leveraged AuM, and moving the small tier to £750m NAV. Final rules are due after the consultation, with 2028 envisaged for implementation. Anything UK you structure now needs a migration assumption written into the plan.

Taken together, the five regimes copy the same thresholds but disagree on where the obligation sits once you are small. In Luxembourg and Ireland it sits with the home regulator, so keep filing. In Jersey and Guernsey it sits with each country you market into, so keep checking each NPPR. In the UK it sits in both places, and CP26/28 proposes to move it again. The recurring failure is a manager that registered in year one and assumed the status held without further filings.