AIFMD sets a floor that national law then builds on

The record

The Alternative Investment Fund Managers Directive, Directive 2011/61/EU, was adopted by the European Parliament and the Council on 8 June 2011 and published in the Official Journal at OJ L 174, 1 July 2011, pages 1 to 73. Its own text required Member States to apply their transposing laws from 22 July 2013. The directive covers any manager of a collective investment undertaking that raises capital from a number of investors to invest according to a defined policy for their benefit and does not require authorisation as a UCITS fund, a definition broad enough to reach most EU venture capital fund structures that sit outside the smaller EuVECA regime.

What the sources establish

Article 6 states that Member States must ensure no AIF manager operates unless authorised under the directive, and Article 32 sets the marketing passport letting an authorised manager market fund units to professional investors in another Member State once the article's notification conditions are met. Article 24 requires periodic reporting to the manager's home-state regulator on principal markets, exposures and risk profile. Article 3 carves out a lighter regime: a manager whose cumulative assets under management stay below 100 million euros, or below 500 million euros for unleveraged funds that do not grant redemption rights for five years, is not subject to full authorisation, though Member States may still impose registration and reporting duties on it.

Scope and revision

AIFMD is a directive, not a directly applicable regulation: it binds Member States to transpose its rules into national law by the stated deadline, and the substantive obligations a manager actually faces come from that national transposition rather than the directive's text alone. The sub-threshold regime in Article 3 is narrower than EuVECA's voluntary marketing framework for smaller venture managers; a manager below the AIFMD thresholds is not automatically inside EuVECA, and one above them does not get EuVECA's lighter marketing rules. The directive has itself been amended, most substantially by the 2024 amending directive, so its original 2011 text is not the whole current picture.

The decision in front of you

A manager or LP assessing which regime applies to a European venture fund can check the directive's own thresholds and the Article 6 authorisation requirement against the fund's actual assets under management and marketing plans, understanding that the operative rule is the national transposition, not the EU text in isolation. This is a description of the directive's framework, not guidance on a specific manager's regulatory status.

• Does the manager's cumulative assets under management sit above or below the 100 million or 500 million euro sub-thresholds in Article 3?
• Is the manager relying on the Article 32 marketing passport, and has it met that article's notification conditions?
• Which national transposition, rather than the directive's own text, actually governs the manager's day-to-day obligations?

AIFMD set the EU-wide floor for authorisation, reporting and marketing passports in 2011, but its text describes what Member States must transpose, not a single rulebook a manager can read in isolation from national law.