News & Analysis

Spain (finally) transposes AIFMD

A year past its deadline, Spain has finished transposing the EU-marketing regulation into national law.

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Spanish-based GPs now have some additional regulatory certainty after the country finally transposed the EU’s Alternative Investment Fund Managers Directive (AIFMD) into its national law last week.

Unlike other nations, such as France, Belgium and Luxembourg, Spain has not gold-plated any areas of the directive. The finalized law largely follows a document issued by Spain’s national regulator, the Comisión Nacional del Mercado de Valores (CNMV), back in June which provided guidance on how GPs should comply with the directive.

A recent paper on AIFMD transposition by “Big Four” audit firm KPMG rightfully predicted that Spain would have the directive transposed by end of 2014, but it is uncertain what caused the delay. Spain's Ministry of Economy and Competitiveness presented two draft bills to the government in May 2013.

The delay in implementation has hindered local fund managers’ ability to raise cash. Until a nation completes its AIFMD transposition, managers in that country cannot obtain a pan-EU marketing passport offered to managers for compliance with the directive, nor can they use individual countries’ private placement routes as EU-based managers fully subject to AIFMD, legal sources said.

Iceland, Lithuania, Norway, Poland, Portugal, Romania, and Slovenia also all missed the July 22 deadline to implement the directive. Poland and Portugal have yet to begin writing the legislation needed to transpose the directive. Romania is awaiting ratification of its rules from the government; Norway's rules have been written but its regulator will not be able to accept application's until the start of 2015; and Slovenia's progress is currently unknown, despite getting an official 'hurry up' from the European Commission late last year.

The directive, which came into effect on 22 July, 2013, requires fund managers to provide regulators and investors more disclosures; appoint custodians to safeguard fund assets; and tweak their organizations internal structures, among many other requirements.