Just two months before the EU’s Alternative Investment Fund Managers Directive takes effect, Belgium’s parliament approved a law transposing the directive into national law that includes some extra transparency requirements for GPs operating in the country.
The law requires covered fund advisors buying, selling or holding shares in a non-listed company to notify Belgium’s securities regulator whenever the fund reaches, exceeds or falls below 10 percent, 20 percent, 30 percent, 50 percent and 75 percent of the voting right thresholds. This is a reporting obligation above and beyond what the directive requires.
GPs in Belgium are required to submit an AIFMD application to the Financial Services and Markets Authority (FSMA) by July 22.
Legal sources warn GPs should look to file their applications as soon as possible or “risk business interruption”. Fund advisors are only able to utilize an EU-wide marketing passport provided to AIFMD-approved managers after an application is approved.
In line with other EU member states like the UK and Luxembourg, Belgium’s AIFMD law provides some flexibility with regard to which types of entities can act as a GP’s depositary. The AIFMD requires depositaries to act as an investor safeguard responsible for safekeeping funds' financial assets, monitoring cash flows and ensuring a GP complies with its own governing documents. FSMA said groups like law firms and fund administration service providers can take on the role assuming all the necessary legal requirements are met.
Non-EU GPs outside of the AIFMD’s scope that wish to solicit capital from Belgian investors can continue using the country’s private placement regime until 2018.
There are ten EU sovereigns remaining that have yet to transpose the directive into national law: Estonia, Hungary, Lithuania, Poland, Portugal, Romania, Slovenia, Spain, Iceland and Norway.