The rules implemented by each EU member state under Article 42 of the AIFMD are known as National Private Placement Regimes (“NPPRs”). These rules enable US sponsors to register US funds (as well as other non-EU funds, such as Cayman or Canadian funds) for marketing in most EU member states.
In this article, we will provide an overview of the NPPR processes in Sweden, Finland, and Norway (the ‘Nordic’ jurisdictions, excluding Denmark). The Nordic jurisdictions generally have a straightforward NPPR registration process, although they do require formal approval from the relevant member state regulator.
NPPR process
Sweden
Sweden has implemented a detailed marketing application process, requiring a full application form along with supporting documents, including the PPM, LPA, and structure chart, to be submitted to the Swedish FSA.
As of the date of this article, the SFSA has imposed a registration fee of SEK 15,000 (approx. €1,400) per fund, and no annual fee is payable in connection with the marketing registration.
Formal approval from the SFSA must be obtained before full marketing activities can commence in Sweden, and the SFSA has up to 60 days to review and approve a marketing application.
Finland
Finland has also implemented a relatively detailed application process, requiring sponsors to file a marketing application letter and supporting documents, including the PPM (with AIFMD Article 23 Disclosures) and a reporting spreadsheet, with the FIN-FSA.
There is currently a registration fee of €2,900 per fund in Finland; however, no annual fee is payable to the FIN-FSA.
Formal approval from the FIN-FSA must be obtained before full marketing activities can commence in Finland, and approval times generally take 3-6 weeks.
Norway
The Norwegian marketing registration process requires sponsors to prepare and file a detailed application form, PPM and AIFMD Investor Disclosure Statement, LPA, and evidence of regulation for both the sponsor and the fund.
In addition, the Norwegian regulator requires sponsors to create an account on the Norwegian reporting portal and provide the relevant account username details in the application form, to prepare and file subsequent Annex IV reports in Norway.
From 1 January 2024, new legislation in Norway has set a maximum registration fee of 30,000 NOK (approx. €2,600) and a minimum registration fee of 5,000 NOK per fund. The exact amount is to be confirmed by the Norwegian regulator in due course. An annual fee of approximately 10,000 NOK is payable per fund.
Approval from the Norwegian regulator is required before full marketing activities can commence in Norway, and approval generally takes 1-3 months from filing the application.
How can we help?
Our team is currently working with Paul Hastings to assist with marketing enquiries into the EU and the UK. Zach Milloy, a partner at Paul Hastings, can help with the registration requirements. Once an NPPR registration is complete, we can assist with the ongoing regulatory reporting requirements, known as Annex IV reporting.
Visit our website for further information.
