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Guide to non-EU AIF marketing in Slovakia – AIFMD National Private Placement Regime

Guide to non-EU AIF marketing in Slovakia – AIFMD National Private Placement Regime 

National private placement regime is the go-to option for alternative investment fund managers (AIFMs), established in non-EU countries, which have not fulfilled criteria to be marketed under domestic or passporting regime, to market non-EU alternative investment funds (AIFs) to Slovak investors. 

National Private Placement Regime in Slovakia

For non-EU AIFMs to be able to market non-EU AIFs under the national private placement regime in Slovakia, they must meet certain criteria before making official notification to the National Bank of Slovakia, as laid out in Article 42 of the EU Directive No. 2011/61/EU (AIFMD) and Section 150h of the Act No. 203/2011 Coll. on Collective Investment, being the Slovak implementation of Article 42 of the AIFMD. National Bank of Slovakia will assess whether a non-EU AIFM demonstrated compliance with statutory criteria within 20 calendar days. If so, it will notify the non-EU AIFM of its authorization to market a non-EU AIF in Slovakia.  

Which investors can a non-EU AIFM target under the national private placement regime in Slovakia?

A non-EU AIFM may market a non-EU AIF under the national private placement regime only to professional and qualified investors. Retail investors cannot be targeted. Professional investors include licensed financial institutions, such as banks, security dealers, large enterprises, state bodies, regional bodies and certain other similar entities as well as any other persons who can demonstrate prior high-volume investment experience and who specifically required to be regarded as professional investor. A qualified investor is anyone who invests at least EUR 50,000.

Does the national private placement regime apply to non-EU AIFMs established in any non-EU country?

Simply, no. The national private placement regime is designed only for non-EU AIFMs which are established in countries or territories in respect of which the following conditions are met: 

  • memorandum of understanding (‘AIFMD MoU’) has been executed by and between the competent financial market regulatory authority of the non-EU country where the non-EU AIFM is established and the National Bank of Slovakia as the financial market regulatory authority of Slovakia. ESMA published its list of AIFMD MoUs signed by and between non-EU authorities and EU-authorities, here: https://www.esma.europa.eu/document/aifmd-mous-signed-eu-authorities; and
  • the non-EU country where the non-EU AIFM is established is not listed as a Non-Cooperative Country and Territory by Financial Action Task Force (FATF). List of FATF Non-Cooperative Countries and Territories is published here: http://www.fatf-gafi.org/countries/#high-risk. 

Consequently, non-EU AIFMs established in certain non-EU countries or territories (e.g., certain tax havens such as Gibraltar, Panama, etc.) may not market non-EU AIFs under the national private placement regime in Slovakia and must seek other marketing options.

What are the main obligations of non-EU AIFMs while marketing under the national private placement regime in Slovakia? 

AIFMs marketing under the national private placement regime in Slovakia are exempt from most of the AIFMD obligations. However, certain AIFMD requirements shall apply to them. Most notably, AIFMs must provide specific AIFMD information to investors prior to their investment (Article 23 AIFMD), prepare and file annual report to the National Bank of Slovakia (Article 22 AIFMD) and notify the National Bank of Slovakia of major holdings and control in non-listed EU companies (Articles 27 and 28 AIFMD).

How can we help you achieve your market-entry goals?

In case you are contemplating marketing of a non-EU AIF in Slovakia, we will guide you through the regulatory matrix in clear and understandable manner to enable you to make informed decision about your market entry options. If you decide to go ahead and market in Slovakia, we can assist you to successfully register your AIF with the National Bank of Slovakia by identifying and drafting required documents, completing necessary fillings, and representing you at the National Bank of Slovakia.