EU AIFM Licence: Investment Management Company in the EU

An Alternative Investment Fund Manager (AIFM) is an EU-regulated management company that operates collective investment vehicles outside the UCITS framework. AIFMD (Directive 2011/61/EU, updated by AIFMD II in 2024) covers private equity, venture capital, private credit, real estate, infrastructure, hedge strategies and crypto-asset funds marketed to professional investors across the EU.

Limited AIFM (sub-threshold) registration applies to managers below €100M AUM with leverage, or €500M unleveraged and closed-ended for 5 years. It requires simplified NCA registration or an equivalent national route and allows proportionate governance; depositary or custodian obligations vary by jurisdiction and fund type. Full AIFM authorisation has no AUM limit, requires full governance infrastructure and grants the EU/EEA marketing passport across all 30 EEA countries. Limited AIFMs do not receive the AIFMD passport; marketing must be assessed under each target country’s national rules, including NPPR where available. Contact us to determine which regime fits your fund.

Lithuania is best for funds requiring full AIFM authorisation with EU/EEA passport, crypto-adjacent strategies or leveraging the Bank of Lithuania’s fintech-experienced regulator. Latvia offers the fastest registered manager approval at around 1 month with the lowest capital requirement of €15,000 for registered managers. Estonia suits venture capital and smaller funds with its Limited Partnership Fund vehicle and 60-day Estonian FSA registration. Contact us for a tailored recommendation based on your strategy and investor base.

AIFMD II (Directive (EU) 2024/927) entered into force on 15 April 2024, with most national implementing measures applying from 16 April 2026. It affects loan origination, delegation, liquidity management, depositary services and supervisory reporting. Separately, under the cross-border distribution framework, subscriptions within 18 months of pre-marketing may be treated as marketing for the relevant AIF or compartment, requiring an Article 31/32 notification. Registered AIFMs and non-EU managers are governed substantially by national rules. Non-EU managers should not rely on reverse solicitation as a standing distribution strategy; the practical options are a licensed EU AIFM, the full passport where available, or country-by-country NPPR / national filings.

A practical Baltic AIFM project is commonly planned over 4 to 6 months, covering incorporation, documentation, service-provider onboarding, NCA application and post-approval setup. Statutory processing times vary: Bank of Lithuania licensing review is 3 months with a possible 3-month extension; Latvijas Banka decides registered-manager applications within 1 month after complete documents and licensed-manager applications within 3 months; Estonia’s full fund-manager licensing decision is generally 2 months after all data and not later than 6 months from a proper application. The 4 to 6 month figure should be treated as a project estimate, not a guaranteed regulator deadline.

For registered (Limited AIFM) managers: Lithuania varies by fund legal form, Latvia requires €15,000, and Estonia requires €25,000 minimum paid-up capital at establishment, to be increased to €50,000 within 3 months. For full AIFM authorisation across all three Baltic states, AIFMD Article 9 applies: €125,000 for externally managed AIFMs and €300,000 for internally managed AIFMs. Own funds must additionally cover at least one quarter of the previous year’s fixed overheads.

Yes. All three Baltic regulators require the management company to maintain its registered office in the jurisdiction with effective management direction from there. NCAs conduct substance assessments and require at minimum a locally based MLRO and executive management. MAXCORP provides the full substance solution including registered office, outsourced MLRO, Compliance Officer and Risk Manager appointments via our local partners.

Outsourcing AML/CFT and compliance support is generally possible, particularly for Limited AIFM structures, subject to the rules of the chosen jurisdiction. The AIFM remains legally responsible, must retain effective oversight and must satisfy local AML/CFT and NCA substance expectations. KYC/CDD data collection, sanctions screening, transaction monitoring and reporting support can often be delegated operationally, subject to written agreements and oversight. MAXCORP provides outsourced compliance support through local partners.

The EU/EEA marketing passport allows a fully authorised EU AIFM to market qualifying EU AIFs to professional investors across the EEA through the Article 31/32 notification process. National Private Placement Regimes and other national routes are country-by-country permissions used where the passport is not available, including by Limited AIFMs and non-EU managers. NPPR availability, timing, local agent rules and fees differ by Member State.

Potentially yes, but case by case. Crypto-asset exposure is assessed by the chosen NCA, depositary / custodian and administrator. A crypto-AIF must address AIFMD risk management, liquidity, valuation, custody / safekeeping, AML/CFT and investor-disclosure issues. Where the manager or an affiliate provides crypto-asset services beyond pooled fund investment, a separate MiCA CASP authorisation may be required. Contact us to discuss combined AIFM and CASP structures.

“Depositary-lite” is industry shorthand for the lighter regime under AIFMD Article 36, available where an EU AIFM markets a non-EU AIF in the EU under National Private Placement. Cash flow monitoring, asset verification and oversight can be split across providers, with negligence (not strict) liability. For Limited AIFMs in the Baltics, lighter depositary or custodian arrangements may be available depending on national regime and fund type, but Article 21 itself remains the full AIFMD depositary regime. Costs vary by provider type and should be confirmed once the specific route is selected.

AIFMs are subject to Article 24 / Annex IV-style reporting on AUM, leverage, liquidity, risk and exposures, with frequency driven by AUM, leverage and fund type. Fully authorised AIFMs also monitor own funds and submit additional NCA reports as required. AML/CFT reporting, including suspicious activity reporting, must be handled under local FIU rules. MAXCORP provides ongoing reporting support as a standalone service or within the Custom package.