FSMA (finally) publishes standardized private placement notification forms

On 1 March, the Belgian Financial Services and Markets Authority (“FSMA”) published two communications on the marketing, and notification (also referred to as “registration”) thereof, of units or shares in alternative investment funds (“AIFs”) by alternative investment fund managers (“AIFMs”) under Articles 32, 36 and 42 Directive 2011/61/EU on Alternative Investment Fund Managers (“AIFMD”).

The objective of the FSMA’s first communication (FSMA_2017_05) is to clarify the formalities that must be fulfilled by Belgian AIFMs who intend to market to professional investors units or shares of European Economic Area (EEA) AIFs in other EEA member state under Article 32 of the AIFMD.

The objective of the FSMA’s second communication (FSMA_2017_06) is to clarify the formalities that must be fulfilled by foreign AIFMDs when they intend to market units or shares of AIFs in Belgium without a European passport, hence by way of private placement. In particular, the FSMA clarifies the notification procedure for the following, whereby both types of marketing are done by private placement:

1. AIFMs established in the EEA who intend to market in Belgium units or shares of non-EEA AIFs they manage, including non-EEA feeder AIFs; and
2. AIFMs not established in the EEA who intend to market in Belgium units or shares in AIFs they manage.

The FSMA enclosed the standardized Article 32, 36 and 42 AIFMD notification forms to its communications. The AIFMs referred to above must submit the completed relevant form to the FSMA. The AIFMs can market the units or shares once they receive confirmation of the FSMA that the notification requirements are fulfilled.

Please find hereunder the relevant links to the two FSMA communications and their annexes:

1. Communication on the marketing of units in EEA AIFs in another EEA member state by managers holding an authorization under Belgian law (FSMA_2017_05) (Dutch and French version);

• Annex: Art. 32 AIFMD notification of marketing of EEA AIFs managed by Belgian AIFM to professional investors in other EEA Member States; and

2. Communication on the marketing of units in AIFs in Belgium without a passport to professional investors (FSMA_2017_06) (Dutch, French and English version);

• Annex 1: Art. 36 AIFMD notification of marketing of non-EEA AIFs managed by EEA AIFMs to professional investors in Belgium; and
• Annex 2: Art. 42 AIFMD notification of marketing of AIFs managed by non-EEA AIFMs to professional investors in Belgium.