AIFMD II: What Actually Changed for Non-EU Fund Managers

Last reviewed: 9 August 2026

AIFMD II took effect on 16 April 2026. For non-EU managers, the operative change is to Article 42: the old FATF-list condition was replaced by an EU anti-money-laundering list test plus a tax-information-exchange requirement checked country by country. The private placement route survives; the third-country passport remains dormant.

Educational content — not legal advice. Full note at the end of this article.

Most of what you can read about AIFMD II was written before it existed in force. The countdown pieces ("one month to go") stopped aging well on 16 April 2026; several widely read explainers still state the pre-2026 rules as current law; and at least one prominent guide was "updated" in April 2026 without mentioning AIFMD II at all. This article is the other kind: what actually changed, what did not, and where each member state stands — with the date we verified every claim, because in this area an undated answer is a wrong answer waiting to happen.

The short version for a U.S. or other non-EU GP: your route into Europe is intact, your paperwork got slightly heavier, and — the real change — your fund's domicile is now a live eligibility question that can change under you.

What is AIFMD II and when did it take effect?

AIFMD II is Directive (EU) 2024/927, amending the 2011 AIFMD. It was published in the EU's Official Journal on 26 March 2024, entered into force on 15 April 2024, and gave member states until 16 April 2026 to transpose it into national law. One tranche — expanded supervisory reporting — follows a year later, on 16 April 2027.

Two dates matter for a fundraise today: the rules are live now in the states that transposed on time, and the reporting expansion arrives in April 2027. Everything else in the directive's timeline is plumbing.

What changed for marketing under Article 42?

Article 42 is the legal basis for every national private placement regime (NPPR) — the country-by-country route non-EU managers actually use. AIFMD II rewrote its third-country conditions.

The old test: the manager's and fund's home countries could not be on the FATF's list of non-cooperative countries.

The new tests, live since 16 April 2026 in transposing states:

1. An EU anti-money-laundering test. Neither the manager's nor the fund's home country may be identified as a high-risk third country under the EU's own AML framework (Article 9(2) of Directive (EU) 2015/849). Note: this is the EU's list, not FATF's — they overlap but are not identical, and the EU list is the one that now matters.
2. A tax test, checked per marketing country. The manager's and fund's home countries must not appear on Annex I of the EU's list of non-cooperative tax jurisdictions, and must have signed an information-exchange agreement meeting the standard of Article 26 of the OECD Model Tax Convention with each member state where the fund will be marketed.

That last phrase — with each member state — is the practical shift. Fund-domicile eligibility used to be one global check. It is now a per-country question that belongs on the same checklist as the registration itself.

Is my fund's domicile still eligible?

The decision tree, for the three domiciles that cover most non-EU raises. As of 9 August 2026:

Delaware (or any U.S. fund). Clear everywhere. The United States is on neither EU list and has the required tax agreements with all major member states. No action beyond normal monitoring.

Cayman Islands. Clear on the lists — Cayman sits on neither the EU AML list nor the tax blacklist. The open question was the third condition: Cayman has few bilateral tax treaties, so did it have the required "agreement" with each EU state? Germany's BaFin answered for Germany in January 2026: the Multilateral Convention on Mutual Administrative Assistance in Tax Matters — which both Germany and Cayman have joined — satisfies the requirement. No bilateral treaty needed; Cayman funds remain marketable in Germany. Notably, the German implementing provision itself requires an agreement meeting the OECD standard "where applicable including multilateral agreements on taxation" — so at least in Germany the multilateral route is written into the statute rather than conceded by the regulator. The caveat we will keep repeating: that is one regulator's reading of one national law. No other member state has published an equivalent confirmation, and no EU-level position exists. If you market a Cayman fund beyond Germany, the multilateral-convention argument is strong but unconfirmed — ask counsel per state.

British Virgin Islands. Not clear. The BVI was added to the EU's AML high-risk list, which disqualifies BVI-connected structures under the new Article 42 conditions in transposing states. The Dutch regulator's April 2026 guidance to affected managers is blunt: all relevant offering and marketing activities must cease, and the AFM asked affected managers for transition plans — including re-domiciliation or a planned exit from the Dutch market.

The BVI example carries the general lesson: both lists are dynamic. Jurisdictions move on and off them (Cayman itself only exited the AML list in February 2024), and the Dutch regulator has said explicitly that managers carry an ongoing duty to monitor them. Eligibility is no longer a box you tick at launch. It is a condition you watch for the life of the fund — which is why our review cycle for this page checks both lists every quarter.

What did AIFMD II not do?

Four persistent myths, each disposed of in a sentence:

• It did not abolish the NPPR. Article 42 survives; the private placement route remains the working path for non-EU managers.
• It did not activate the third-country passport. The passport provisions written into the original directive (Articles 35 and 37–41) remain dormant. AIFMD II amended their conditions without switching them on, and the Commission delegated act that would activate them has now not appeared in the decade since ESMA's 2016 advice. Anyone telling you the passport is imminent is reading a very old alert.
• It did not touch pre-marketing. Article 30a and the pre-marketing definition are unchanged, and pre-marketing was not extended to non-EU managers at the directive level — the country-by-country divergence on that question stands.
• It did not redefine "marketing." The definition that drives everything — including the reverse-solicitation analysis — is exactly as it has been since 2019.

Which member states have actually transposed?

The deadline was 16 April 2026. The reality, verified against national gazettes and the European Commission's infringement register as of 9 August 2026:

Verified 9 August 2026 against national gazettes and the Commission's infringement register. This table is re-verified quarterly and on transposition events.

Behind the table: on 27 May 2026 the Commission opened 18 infringement cases for non-communication of AIFMD II measures — all still at the first (letter of formal notice) stage. Three of the states named have since cured (the Netherlands, Sweden, Austria). France, Spain, and Belgium remain the material gaps among the major fund markets.

One sourcing note that matters if you check our work — which we encourage: the Commission's infringement press releases never mentioned these cases. They exist only in the infringement decisions register. Several commentators searched the press packages, found nothing, and reported "no proceedings." The register, not the press page, is the instrument of record.

What does a late-transposing state mean for me in practice?

The honest answer is: heightened uncertainty, not a free zone.

Formally, a directive binds member states, not managers; until France or Spain transposes, the old national rules remain the law on their books. But three things narrow the comfort in that. First, France and Spain were already the two effectively closed major markets for non-EU managers before AIFMD II — the transposition gap changes little there in practice. Second, regulators in gap states have issued interim positions (France's AMF has bridged parts of the regime through doctrine), so the operative rules are already drifting toward the directive. Third, when transposition lands, it can land with little warning and apply quickly.

Treat the gap states the way the research treats them: as jurisdictions where the current answer carries an expiration date nobody can name. If either matters to your raise, that is a live-counsel question, not a blog-post question — including this one.

What else changed that touches a fundraise?

Three items, briefly:

Investor disclosure (Article 23) — live now. The fund's name becomes required pre-contractual information (with anti-misleading rules attached — relevant to anyone with "sustainable" or "impact" in a fund name), and the disclosure pack must now cover fees, charges, and expenses borne by the manager and allocated directly or indirectly to the fund, with periodic reporting of the same. If your PPM's fee-and-expense section was drafted before 2026, it needs a pass. Loan-originating funds add annual portfolio-composition disclosure.

Regulatory reporting (Article 24) — from 16 April 2027. The Annex IV reporting you file under each NPPR registration expands: more instrument and exposure detail, delegation arrangements, and — notable for marketing strategy — a list of the member states where the fund is actually marketed. Regulators will see your marketing footprint in your filings. Budget the reporting uplift into 2027 operations now; the templates are still being finalized at EU level, with the technical standards due to the Commission by April 2027 and the new system not expected live before 2029.

The distributor carve-out (Article 20(6a)) — a structural clarification. Marketing performed by a MiFID- or insurance-regulated distributor acting on its own behalf is now expressly not a "delegation" by the manager, whatever the distribution agreement says. A distributor acting on the manager's behalf remains a delegation, with the full oversight regime attached. Two limits worth stating plainly: the carve-out grants nobody a license (whether a given intermediary may lawfully solicit investors in a given country remains a national-law question), and its application to non-EU managers operating under Article 42 runs through each state's implementing law. The scope questions have already been referred to the European Commission for clarification. If your fundraise involves any third party who talks to European investors, this is the provision your counsel will be reading.

What should a non-EU manager do now?

Three actions, none of them dramatic:

1. Re-verify your fund's domicile against both EU lists, per target country — and put the check on a recurring calendar. The BVI episode is the proof that this can change mid-fund.
2. Refresh the Article 23 disclosure pack — fund-name compliance and the fee/expense allocation disclosures — before the next European investor sees it.
3. Calendar the 2027 reporting uplift with whoever files your Annex IV reports, and note that your marketed-states list will be visible in them.

And the standing one: treat every AIFMD II summary you read — including this one — as dated the day it was reviewed. The lists move, three member states are still in motion, and Italy's regulator-level rules land by 16 October 2026. This page's review date is at the top; if it is more than a quarter old when you read it, check the primary sources or ask someone whose job is watching them.

Frequently asked questions

When did AIFMD II take effect?

Its transposition deadline was 16 April 2026; most member states' implementing laws apply from that date, with reporting changes following 16 April 2027.

Did AIFMD II abolish the NPPR?

No. National private placement regimes survive; AIFMD II tightened the conditions for using them.

Did AIFMD II activate the third-country passport?

No. The passport provisions remain dormant — the Commission has never adopted the delegated act required to switch them on.

Can Cayman funds still be marketed in the EU?

Cayman is on neither EU list, and Germany's BaFin has confirmed the multilateral tax convention satisfies the new information-exchange condition. Other member states have not published equivalent confirmations — check per target state.

What happened to BVI funds?

The British Virgin Islands was added to the EU's AML high-risk list, which disqualifies BVI-connected structures under the new Article 42 conditions in transposing states. The Dutch regulator has told affected managers to cease marketing activities.

Which countries had not transposed AIFMD II as of August 2026?

France and Spain had no implementing law in force; Belgium's adopted law awaited official publication. The Commission opened infringement proceedings against 18 states on 27 May 2026.

Does AIFMD II change reverse solicitation?

No — the directive did not address it. National pre-marketing extensions remain the operative constraint.

Rule changes reshuffle who is reachable — which also reshuffles which institutions are actively looking. Knowing who is looking is our side of the problem.

Educational content only. This article was researched and drafted with AI assistance, reviewed for accuracy before publication. This article explains publicly available regulation for general information, current as of the "Last reviewed" date shown above. It is not legal, tax, or compliance advice, and no reader should act on it without engaging qualified EU counsel for the jurisdictions in question. Private Capital Development LLC is not a law firm, and is not a placement agent or broker-dealer; we do not conduct regulated fund distribution in the European Union. We connect fund managers and institutional investors through relationship facilitation on a flat-fee retainer.

About Randy Mitchell. Randy Mitchell spent 13 years (2001–2014) with the U.S. Department of Commerce's International Trade Administration, and has organized more than 150 GP/LP introductory sessions across 45 cities on six continents. Private Capital Development LLC introduces fund managers to institutional investors globally on a flat-fee retainer — it is not a placement agent and does not distribute funds.

If European investors are on your roadmap: our Concierge program provides ongoing one-to-one introductions of managers to institutional investors on a flat monthly retainer — the relationship side of the problem, while your counsel handles the regulatory side. Non-U.S. managers raising into the United States face the mirror image of everything above; that is what CapitalConnect is for.

Change log — 9 August 2026: first publication. Transposition table and list-status claims verified against national gazettes, regulator publications, and the Commission's infringement register as of this date.