The AIFMD cross-border marketing register: what a notification proves, and what it leaves out

This article is for informational purposes only and does not constitute legal advice. Consult a qualified legal professional for advice specific to your situation.

What the register is built from

The register is an output of two separate pieces of EU law. Under the Alternative Investment Fund Managers Directive (Directive 2011/61/EU, AIFMD), an authorised EU AIFM that wants to market a fund it manages to professional investors in another member state submits a notification to its home regulator for each fund. Once the home regulator transmits the file to the host regulator, the manager may begin marketing in the host state. The marketing passport itself is the Article 32 mechanism, and the equivalent for marketing in the manager's own home state is Article 31.

The public database is a later, separate layer. Regulation (EU) 2019/1156 required ESMA to publish a central database of funds marketed cross-border, and required national regulators to feed it with the notification data they receive. The register therefore reflects what regulators have reported to ESMA, on a periodic reporting cycle. It is not a live feed from the manager, and it is not a separate source of regulatory approval. What AIFMD II changed in the wider regime is covered in AIFMD II: what changed for alternative fund managers, and this post does not repeat it.

Reading the numbers correctly

The most common misreading is to treat the country figures as counts of funds. They are counts of notifications. Add up every "funds marketed in" figure on the register and you arrive at the total number of notifications, which is several times the number of distinct funds. A single fund marketed in eight countries appears eight times. The figure for a large host market such as Germany therefore means that many fund-country notifications name Germany, not that Germany holds that many distinct funds.

The same logic explains one of the more striking features of the data. Some host countries have no managers at all in the home-country list, yet carry a substantial number of notifications, comparable to some much larger markets. That does not mean investors there hold that many funds. It means managers elsewhere have notified their funds into those countries, often as part of a standard multi-country rollout. A notification is a legal permission to market, and managers frequently file broadly because adding a country later means a further filing. A high notification count for a host state measures how widely the passport has been exercised there, not how much capital has been raised there.

Home country is the manager's seat, not the fund's

The home-country breakdown groups managers by the state where the manager has its registered office. The Directive defines the home member state of the AIFM in exactly those terms. A small number of countries, led by Luxembourg and France, account for a very large share of managers on the register, and that concentration says something real about where management companies choose to locate.

It does not tell you where funds are domiciled. Article 33 of the Directive allows an authorised EU AIFM to manage EU funds established in another member state, so a manager supervised in one country can run funds that are established in several others. For someone assessing a fund, the home regulator named on the register is the supervisor of the manager. The regulator of the fund itself may be a different authority, and the fund's offering documents, not the register, are where its domicile is stated.

What a notification does and does not establish

A notification entry is evidence of a marketing right, and it is narrower than it looks. It does not show the scope of the manager's authorisation. Authorisation under the Directive is granted by the home regulator, is valid for all member states, and can be restricted in scope, for example by investment strategy. ESMA keeps a separate central register of authorised AIFMs under Article 7(5), and that register, not the marketing register, is where authorisation status belongs. A manager can appear in the marketing register and later see its authorisation withdrawn or restricted, and the notification data may not reflect that immediately.

It also does not establish who may invest. The passport covers marketing to professional investors, and whether units may be sold to retail investors is left to national law under Article 43. The Commission's model notification letters reflect that split: they require information on arrangements to prevent marketing to retail investors where a fund is aimed at professional investors only, and separately require details of the facilities for retail investors where national law permits retail marketing. A fund appearing in the register for a given country therefore cannot be read as confirming that retail investors in that country may buy it. That question is answered by the rules of the host state and the fund's own documentation.

Who will not appear in the register

Because the register records passport notifications, several categories of lawful activity never show up in it. Managers that fall below the Article 3 thresholds are registered rather than authorised, and under Article 3(4) they do not benefit from the Directive's rights unless they opt in. Their funds are marketed under national rules, and they will generally not be in the register. Non-EU managers marketing into the EU are another group. The Directive's passport for non-EU managers has not been brought into operation, so those managers rely on national private placement regimes, whose notifications are national and sit outside this register. For a wider view of how non-EU firms reach EU investors, see Entering the EU financial market: a regulatory guide for non-EU firms.

The Directive also defines marketing by reference to an offering or placement at the initiative of the manager or on its behalf. That definition is why pre-marketing and genuinely investor-initiated subscriptions are not marketing notifications in themselves. The Directive limits how far that goes: under Article 30a, a subscription by a professional investor within 18 months of a manager starting pre-marketing is treated as the result of marketing, so it cannot be used as a way around the notification. Absence from the register is therefore a reason to ask further questions, not a conclusion that something is unlawful.

The register is a moving snapshot

Notifications change over their life. A manager may amend a notification, and Article 32a allows it to de-notify the marketing arrangements for some or all funds in a member state, subject to conditions designed to protect investors who remain invested. A register entry describes the position at the last time the data was updated, and because competent authorities report to ESMA on a rolling basis, with a formal requirement to update at least quarterly, rather than continuously, very recent changes may not yet appear. Anyone relying on an entry for a decision with legal weight should record the date they checked and confirm directly with the manager or the relevant regulator.

The rules around the notification process are also moving. AIFMD II (Directive (EU) 2024/927) was adopted on 13 March 2024, published in the Official Journal on 26 March 2024, entered into force on 15 April 2024, and required member states to transpose it by 16 April 2026. Those are three different dates with three different meanings, and transposition into national law can vary between member states, so host-state requirements for a given fund can differ from one country to the next even where the passport is the same.

Using the result in practice

How you should use the register depends on where you sit. A distributor or investor checking a fund should treat a matching entry as confirmation that the passport route was used for that country, then verify authorisation in the central AIFM register, confirm investor-type eligibility under the host state's rules, and read the fund documents for domicile and structure. A counterparty doing due diligence on a manager should use the register to understand the manager's footprint, and should not use it as a substitute for authorisation checks. A manager planning expansion can read the host-country counts as a rough picture of where peers have already filed, and as a reminder that each additional country is a separate notification with its own timeline.

In every case the register answers one narrow question well: has this fund been notified for marketing in this country. The questions around it, who supervises whom, who may invest, and whether the position is still current, need the primary sources.

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