Last reviewed: 9 August 2026
Germany admits non-EU managers under §330 of its Capital Investment Code: a notification to BaFin, formal approval before marketing, roughly €1,641 per fund, and a two-month statutory review for professional investors. The distinguishing requirement is a mandatory depositary-lite appointment — an entity performing safekeeping and oversight duties.
Educational content — not legal advice. Full note at the end of this article.
Germany is the largest institutional market in the European Union that remains genuinely open to non-EU fund managers. It is also the most prescriptive of the open regimes — and the thing that shapes your timetable is not the filing itself but a requirement most managers do not discover until they are already committed to a date.
Two framing points before the detail. First, Germany is an approval, not a notification: unlike the Netherlands or Luxembourg, you may not begin marketing when you file. Second, the statutory clock is only part of the elapsed time. The depositary appointment that German law requires has its own onboarding process, and it belongs before the clock starts, not during it.
Yes, and heavily used. Germany implemented the EU's private placement option and has kept it open — German institutions are among the most active European allocators to non-EU managers, and the route is well worn.
What Germany did was exercise its right to impose stricter conditions than the EU baseline. The directive lets member states add requirements on top of the common floor, and Germany added the one that matters most: a mandatory depositary appointment. That single addition is why Germany sits in a different planning band from the Netherlands, Ireland, and Luxembourg, even though all four are open.
The governing provision is §330 of the Kapitalanlagegesetzbuch (KAGB) — the notification obligation for a foreign fund management company intending to market foreign or EU funds to professional and semi-professional investors in Germany.
For marketing to professional investors, §330(1) sentence 1 no. 1 sets three substantive conditions:
(a) Compliance with the reporting and portfolio-company rules. The manager must comply with §35 KAGB — Germany's implementation of the directive's regulatory reporting obligation, the Annex IV filing — and, where the fund acquires control of non-listed companies, with §§287–292, the asset-stripping and portfolio-company transparency provisions.
(b) Appointment of an entity to perform depositary duties. The manager must appoint one or more entities to carry out the duties set out in Article 21(7) to (9) of the directive, must not perform those duties itself, and must notify BaFin of the entity or entities appointed. This is the depositary-lite requirement, covered in the next section.
(c) Discharge of the investor-disclosure duties. The pre-investment disclosure obligations in §307(1), §307(2) sentence 1, and §308 KAGB must be properly satisfied.
A further set of conditions in §330(1) no. 3 applies whether you are marketing to professional or semi-professional investors: appropriate cooperation arrangements between BaFin and your home regulator; the two third-country conditions on anti-money-laundering and tax cooperation introduced in 2026 (covered in the final section); and — a requirement worth noting because it shapes your distribution controls — that the arrangements in place are suitable to prevent the fund being marketed to retail investors. You are expected to have a mechanism, not merely an intention.
Beyond those, the notification package includes an undertaking on ongoing obligations (below) and proof of payment of the notification fee — §330(2) no. 4 makes the fee receipt part of a complete filing, which is a small detail that delays filings when overlooked. Where the entity performing the depositary duties is appointed, it must be identified in the notification with prescribed particulars.
Marketing to semi-professional investors runs on a different and much heavier condition set — see the section below.
"Depositary-lite" is market shorthand for the arrangement §330(1) no. 1(b) requires: one or more entities appointed to perform the three core depositary functions from Article 21(7)–(9) of the directive — cash-flow monitoring, safekeeping of assets, and oversight — without the appointment amounting to a full depositary relationship with strict liability for loss of assets.
Three practical consequences:
You cannot do it yourself. The statute expressly requires that the manager not perform those duties, so this is a third-party engagement, not an internal control you can document.
It is a real annual cost. Depositary-lite services are priced as a service line, and for a non-EU manager marketing a single fund into Germany the depositary fee typically exceeds the regulator's registration fee by a wide margin. Germany's headline €1,641 is not the number that matters in your budget.
It carries onboarding lead time — and this is the planning point. A depositary conducts its own due diligence on the manager and the fund before it will accept an appointment. That process runs in weeks, and it must conclude before you can name the entity in your BaFin notification. Engage the depositary before you start Germany's two-month clock, not during it. Managers who file first and shop for a depositary second lose a quarter.
Denmark imposes a comparable requirement; the Netherlands, Ireland, Luxembourg, Sweden, and Finland do not. If your European plan includes both Germany and Denmark, one depositary conversation can often serve both — worth raising early with whichever provider you approach.
Germany's review periods are statutory rather than indicative, which is helpful for planning. They vary by investor type and by whether the fund is a feeder:
| Marketing to | Fund structure | Statutory review period |
|---|---|---|
| Professional investors | Not a feeder | 2 months |
| Professional investors | Feeder, master not managed by a non-EU manager | 3 months |
| Professional investors | Feeder, master managed by a non-EU manager | 4 months |
| Semi-professional investors | Not a feeder | 4 months |
| Semi-professional investors | Feeder, master not managed by a non-EU manager | 5 months |
| Semi-professional investors | Feeder, master managed by a non-EU manager | 8 months |
Statutory periods under §330(4) KAGB, applying the deadlines in §316(3). Verified against the consolidated text as of 9 August 2026.
Feeder structures take longer for a reason worth knowing before you design one: where the notified fund is a feeder, the master fund and its own manager must separately satisfy the same conditions. The review is doing twice the work.
A useful provision for managers with a fund family: §330(5) shortens the semi-professional review periods by two months for repeat notifications of the same type of fund where nothing material has changed. Fund V is faster than Fund IV.
Cost: approximately €1,641 per fund at registration, plus a modest annual fee per fund. Proof of payment accompanies the filing. Practitioner sources disagree on the exact annual figure — we have seen materially different numbers cited — so treat the annual charge as a small recurring line item and confirm the current amount with BaFin or counsel rather than budgeting from any published figure, including ours. The registration fee itself is well corroborated.
Set against the depositary engagement and counsel, the regulator's fees are the smallest part of a German entry.
No — and this is worth stating plainly, because the contrary claim circulates widely and deters managers on a cost basis that does not exist.
§330(4) sentence 1 KAGB permits foreign-language documents to be submitted either in German translation or in English. Several practitioner guides state that the application must be translated into German. The statute is more permissive, and the provision is short enough for counsel to confirm in a minute.
This matters commercially: a full German translation of a private placement memorandum, limited partnership agreement, and supporting documentation is a meaningful expense, and managers have declined German registration on the strength of a cost that the statute does not impose.
Germany maintains a category that has no direct equivalent in most member states: the semi-professional investor (semiprofessioneller Anleger), sitting between MiFID professional clients and retail investors. It captures certain investors who commit above defined minimum amounts and pass a suitability assessment, along with certain fund executives. The precise definitional limbs are worth confirming with German counsel rather than working from a summary.
The commercially decisive fact is the condition attached to reaching them. Under §330(1) no. 2, marketing to semi-professional investors requires that the manager and its management of the fund comply with the requirements of the directive as implemented in the KAGB — in full. Not the Article 42 subset. The whole regime.
For a U.S. or Asian manager, that is prohibitive: it means operating to EU manager standards across remuneration, risk management, valuation, delegation, capital, and the rest. The honest conclusion is that German private placement is, in practice, a professional-investor regime. Managers who want semi-professional access generally reach it through a European structure rather than through §330 — a different order of commitment, and one that only pays above a certain size of expected German commitment.
Approval is the start of a standing relationship with BaFin, not the end of one. §330(2) sentence 3 no. 2 requires an undertaking covering three continuing duties:
The audited annual report, filed with BaFin within six months of financial year end, bearing an auditor's certificate. This is a hard date and it is the obligation that most often catches managers — a fund audit that habitually closes in month seven is a compliance problem in Germany specifically. If Germany is on your list, tell your auditor before the first filing, not after the first miss.
Notification of material changes, with supporting evidence. Changes to the fund, the manager, or the depositary arrangement go to BaFin as they occur.
Information on request. BaFin may ask, and the undertaking commits you to answer.
Alongside those, §35 KAGB regulatory reporting continues on the standard cadence — and, as everywhere in the EU, it tracks investors rather than campaigns: the obligation persists while German investors remain in the fund, long after the raise closes.
One German peculiarity worth knowing: cessation of marketing must be published in an official gazette. No other member state imposes a publication step of that kind, and it is a small administrative task that is easy to miss when winding a registration down.
Germany is one of the member states that applies the EU pre-marketing regime to non-EU managers, which has two consequences.
Before you market, if you test the waters: pre-marketing must be notified to BaFin within two weeks of the first pre-marketing activity. Germany permits pre-marketing to both professional and semi-professional investors, which is more accommodating than several neighbours. But the notification is mandatory, and the 18-month deemed-marketing rule follows from it — any subscription within eighteen months of the start of pre-marketing is treated as the result of marketing, which requires the registration to be in place and eliminates reverse solicitation for that period.
When you exit, a longer clock starts: Germany applies the 36-month blackout on pre-marketing the de-registered fund, or comparable investment strategies, in Germany after de-notification. BaFin has published no guidance on how narrowly "comparable" will be read — and for a manager whose successor fund pursues the same strategy, that ambiguity is the whole question.
The practical result is that many managers leave a dormant German registration in place rather than trigger the blackout. Germany is a reasonable place to do that: the annual fee is small and there is no reporting obligation attaching merely to the notification in the way Ireland imposes one. The calculus differs by country — our pre-marketing guide covers which states apply these rules to non-EU managers, and our costs guide covers where dormancy is cheap.
Germany transposed the 2026 revision of the directive through the Fondsrisikobegrenzungsgesetz — the Fund Risk Limitation Act — published in April 2026 and in force from 16 April 2026. (It is worth naming precisely: a separate German fund package with a similar-sounding name did not survive the 2025 election, and commentary occasionally attributes the transposition to the wrong statute.) Germany transposed without adding national gold-plating.
For a non-EU manager, the change that matters is to the third-country conditions in §330. The old test — whether the manager's and fund's home jurisdictions appeared on the FATF list of non-cooperative countries — was replaced by a test against the EU's own anti-money-laundering high-risk list, plus a tax-cooperation condition: an information-exchange agreement meeting the OECD standard, and absence from the EU's list of non-cooperative tax jurisdictions.
That raised an immediate question for Cayman-domiciled funds, which have few bilateral tax treaties. BaFin resolved it for Germany in January 2026, confirming that the Multilateral Convention on Mutual Administrative Assistance in Tax Matters satisfies the requirement — no bilateral treaty needed, and Cayman funds remain marketable in Germany. That position is not merely administrative: the German provision itself requires an agreement meeting the OECD Article 26 standard "where applicable including multilateral agreements on taxation", so the statutory wording contemplates exactly the route BaFin confirmed. Two cautions: that is a German confirmation of a German provision, and no other member state has published an equivalent position; and eligibility is now list-dependent, so it needs periodic rechecking rather than a one-time sign-off. Our AIFMD II guide covers the domicile analysis across states.
One long-horizon note: German implementing legislation provides for the abolition of its private placement regime if and when the EU activates the third-country passport. That passport has been dormant since 2011 and no activation process is underway, so this is a tail risk to be aware of rather than a planning input.
Whether to hold a German registration open between funds is ultimately a question about your next fund's German pipeline — which is a question about which institutions will want to see it.
Yes — via a notification to BaFin under §330 KAGB, with formal approval required before marketing begins. Germany is the largest EU institutional market that remains open to non-EU managers.
Two months for marketing to professional investors in a non-feeder fund; longer for feeder structures and for semi-professional access.
Roughly €1,641 per fund at registration, plus a modest annual fee and proof of payment at filing — with the depositary-lite appointment as the larger real cost.
Yes, in effect. A non-EU manager must appoint one or more entities to perform the safekeeping, cash-flow monitoring, and oversight duties, and may not perform them itself.
No — the statute permits documents in German translation or in English.
A German-specific category between professional and retail. Marketing to them requires full compliance with the directive as implemented in German law, which is prohibitive for most non-EU managers.
Yes — BaFin confirmed that the multilateral tax convention satisfies the new tax-information-exchange condition, so no bilateral treaty is required.
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. Germany is the single most-requested jurisdiction among the managers we work with. 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 German institutions 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 BaFin filing and your registrations remain yours. Non-U.S. managers raising into the United States face the mirror image of this problem; that is what CapitalConnect is for.
Change log — 9 August 2026: first publication. Statutory provisions, review periods, and the post-AIFMD-II position verified against German law and regulator publications as of 7–9 August 2026.