AIFMD II Deadline Passed: What Fund Managers in France, Belgium, Italy and Spain Must Do Now

The 16 April 2026 transposition deadline for AIFMD II has passed. Germany, Luxembourg, the Netherlands, and Ireland completed transposition on or before the deadline. France, Belgium, Italy, and Spain — together accounting for a substantial share of EU-domiciled AIF assets — have not fully transposed Directive (EU) 2024/927 into national law as of the deadline date.

This creates genuine legal uncertainty for AIFMs whose home Member State is in the group of non-transposers. This guide explains what that uncertainty means in practice, and what fund managers must do right now. For the full pre-deadline compliance checklist, see the AIFMD II Compliance Checklist. For background on LMT requirements, see the Liquidity Management Tools Guide.

---

Transposition Status: Who Transposed and Who Didn't

As of 17 April 2026, the transposition picture across the main EU fund jurisdictions is:

Member State	NCA	Transposed?	Status
Germany	BaFin	Yes	KAGB amendment entered into force before 16 April 2026
Luxembourg	CSSF	Yes	Bill of Law 8402 enacted; CSSF guidance published
Netherlands	AFM	Yes	Wft/Bgfo implementing legislation in force
Ireland	CBI	Yes	Statutory instruments published by Central Bank
France	AMF	No — pending	AMF guidance issued; Code monétaire et financier not yet amended
Belgium	FSMA	No — pending	Implementing legislation not in force
Italy	Consob / Banca d'Italia	No — pending	TUF amendments not completed
Spain	CNMV	No — pending	National implementing measures not published

How to verify: The European Commission maintains a transposition notification database. AIFMs should verify the current status of their home state at the EUR-Lex transposition tracker for Directive 2024/927, and monitor their home NCA website for implementing statutory instruments.

---

Why This Matters: Directives Require National Implementation

AIFMD II is a Directive, not a Regulation. This distinction is critical:

• EU Regulations (like MiCAR or EMIR 3) apply automatically and uniformly across all Member States from the date of application, without requiring national transposition. A fund manager in Madrid or Brussels is bound by a Regulation the moment it applies, regardless of whether their national parliament has passed any legislation.

• EU Directives impose obligations on Member States, not directly on private parties. The Directive requires Member States to "adopt and publish, by 16 April 2026, the laws, regulations and administrative provisions necessary to comply with this Directive" and to "apply those measures from 16 April 2026" (Article 3(1), AIFMD II). Until the national implementing legislation is in force, the AIFMD II obligations technically do not bind fund managers as a matter of national law.

This means an AIFM authorised in France, Belgium, Italy, or Spain is not legally non-compliant with AIFMD II simply because its home state has not transposed — it is the Member State that is in breach of EU law, not the fund manager. The distinction matters, but it does not mean fund managers in non-transposing states can simply do nothing.

---

What Non-Transposition Does NOT Mean

Several misconceptions are circulating. Non-transposition does not mean:

• Your AIFMD I authorisation is at risk. AIFMD II amends the existing AIFMD framework; it does not replace it. AIFMs authorised under AIFMD I remain authorised under the amended AIFMD once implemented. There is no re-authorisation requirement.

• Marketing passports are suspended. The AIFMD passporting framework continues to operate on existing terms until national implementing measures are in place. Non-transposition does not create an immediate interruption to cross-border marketing rights.

• Existing fund structures are in breach. If your home NCA has not transposed the LMT or delegation requirements, you cannot be found non-compliant with rules that do not yet exist in national law.

---

What Non-Transposition DOES Mean

However, the situation is not consequence-free:

1. Potential Direct Effect of Clear Provisions

Under EU law, where a Member State fails to transpose a Directive by the deadline, certain provisions of that Directive may acquire direct effect — meaning private parties can rely on them directly against the state or against state bodies, even without implementing legislation. This doctrine (established in Van Duyn, Marshall, and subsequent cases) requires that the provision be sufficiently clear, unconditional, and not requiring implementation for its application.

Some AIFMD II provisions — particularly the prohibition on letter-box AIFMs, delegation substance requirements, and the obligation for home NCAs to supervise adequately — may satisfy these conditions. Legal counsel should assess which AIFMD II provisions have direct effect in your specific jurisdiction.

2. NCAs Applying ESMA Guidance in Anticipation

The AMF, FSMA, Consob, and CNMV have each published supervisory communications on AIFMD II in advance of the deadline. While these do not have the force of implementing national legislation, they signal supervisory expectations. NCAs have broad discretion in applying supervisory pressure even before formal transposition — and fund managers who have done nothing will attract scrutiny.

The AMF in particular has stated supervisory priorities around AIFMD II, including LMT implementation for open-ended French-domiciled AIFs and delegation substance for AIFMs delegating outside the EU. These expectations have not disappeared because France's Code monétaire et financier is not yet updated.

3. The Cross-Border Marketing Position

If a French-domiciled AIFM is marketing an open-ended AIF into Germany, Luxembourg, or the Netherlands — all of which have transposed — the AIFM's obligations under the receiving state's AIFMD II implementing legislation may arise, even if France has not transposed. Host state rules for marketing and distribution are distinct from the AIFM's home state authorisation rules. AIFMs distributing cross-border into transposed jurisdictions should take legal advice on host state exposure.

4. Infringement Proceedings Against Member States

The European Commission is empowered under Article 258 TFEU to launch infringement proceedings against Member States that fail to transpose Directives on time. The Commission typically issues a formal notice, then a reasoned opinion, before referring the matter to the Court of Justice. For AIFMD I in 2013, several Member States faced infringement proceedings over late transposition.

Infringement proceedings operate at the Member State level and do not directly affect AIFMs. However, they create political and regulatory pressure that typically accelerates national legislation. Fund managers in France, Belgium, Italy, and Spain should expect national implementing measures within weeks to months of the deadline — not years.

---

Practical Actions: What Fund Managers in Non-Transposing States Must Do Now

1. Monitor National Legislative Progress Daily

Subscribe to the official gazette of your home state and your NCA's publication feed. When implementing legislation is published:

• Note the entry-into-force date (it may not be the publication date)
• Identify any transitional provisions or phased application dates in the national law
• Cross-reference against the AIFMD II text to confirm complete transposition

NCAs that should be monitored:

• France: Journal officiel de la République française, AMF publications
• Belgium: Belgisch Staatsblad / Moniteur belge, FSMA circulars
• Italy: Gazzetta Ufficiale, Consob and Banca d'Italia communications
• Spain: Boletín Oficial del Estado, CNMV circulars

2. Continue All AIFMD II Implementation Work — Do Not Stop

This is the single most important message. The existence of a transposition gap does not mean implementation work should pause. The deadline has been known since April 2024 when AIFMD II entered into force. Fund managers who have done the implementation work are in a materially better position than those who have not — regardless of the current state of national law.

Implementation work that should be complete or near-complete by now:

• LMT selection: For every open-ended AIF, at least two LMTs should have been selected and documented, even if they cannot yet be legally embedded in fund rules pending national law
• Delegation oversight review: The analysis of each delegation arrangement should have been completed; updated oversight documentation should be drafted
• Loan origination assessment: AIFMs managing loan-originating AIFs should know their Article 61(6) grandfathering position
• Article 23 disclosure draft: Updated investor disclosure text for selected LMTs and any relevant AIFMD II changes should be prepared

If national law enters into force next week or next month, the fund manager with complete documentation needs only to adopt it formally. The fund manager who has done nothing faces a compliance sprint.

3. Document Your Readiness Position

Create a written record, as of today, of:

• Which AIFMD II requirements apply to each fund you manage
• What implementation work has been completed versus what remains
• What is blocked specifically because national law is not yet in force (e.g., formal amendment of fund constitutional documents)
• What your home NCA has said in supervisory guidance about its expectations

This documentation serves two purposes: it demonstrates supervisory good faith when your NCA eventually asks, and it allows you to move quickly when national law is enacted.

4. Assess Fund Document Amendment Timing

Several AIFMD II requirements require formal amendment of fund constitutional documents — fund rules, prospectus, articles of association, or partnership agreement. These formal amendments cannot be made until national law is in force, because they depend on the national law defining the permitted LMTs and required disclosure content.

However, the underlying decisions (which LMTs to adopt, what disclosure language to use) can and should have been made already. Have your fund documentation amendments in draft form, ready to execute the moment national law provides the legal basis.

5. Take Legal Advice on Direct Effect and Host State Obligations

If you:

• Market cross-border into states that have transposed AIFMD II
• Have investors in states that have transposed
• Are considering whether specific AIFMD II provisions have direct effect in your jurisdiction

...take specific legal advice from qualified counsel in your home state. This is not a situation where a general reading of the Directive suffices — the direct effect question is jurisdiction-specific and fact-specific.

6. Assess the Article 61(6) Grandfathering Position for Loan-Originating AIFs

For AIFMs managing loan-originating AIFs constituted before 15 April 2024, the AIFMD II transitional regime under Article 61(6) provides deemed compliance with the structural requirements (closed-ended structure, borrower concentration limits, leverage limits) until 16 April 2029. This transitional regime applies once AIFMD II is transposed nationally.

The key assessment questions:

• Was the AIF constituted before 15 April 2024? (constitutive date, not subscription closing)
• Did the AIF raise additional capital after 15 April 2024? (relevant for full vs. partial grandfathering)
• Have loan origination limits under Article 15(4a) or leverage under Article 15(4b) been exceeded? (if so, no increase is permitted during the transitional period)

---

For Fund Managers in States That Have Transposed

If your home NCA is BaFin, the CSSF, the AFM, or the CBI, your AIFMD II obligations are in force from 16 April 2026. Compliance is required now, and supervisory expectations are live.

For detailed actions, see the AIFMD II Compliance Checklist, which covers all 12 implementation workstreams. For the LMT Delegated Regulation's specific requirements, see the Liquidity Management Tools Guide.

For Annex IV reporting changes — which apply from 16 April 2027 regardless of when your state transposed — see AIFMD II Annex IV Reporting Changes.

---

What Happens Next

The expected sequence for non-transposing Member States:

1. Weeks 1–4: National legislators accelerate final bill stages; NCAs increase informal supervisory communications
2. Month 1–3: European Commission issues formal notices to non-transposing states under Article 258 TFEU
3. Month 3–6: National implementing legislation enacted and enters into force in most non-transposing states
4. Month 6+: Any states still non-compliant face reasoned opinions and potential CJEU referral; penalties may be imposed on the state (not on fund managers)

For fund managers, the practical conclusion is: implement as if transposed, today. The legal obligations will crystallise when national law enters into force — which is a matter of weeks to months. The implementation work is the same regardless of the legal timing.

---

Key AIFMD II Dates Still Ahead

Even after the main transposition deadline:

Date	Requirement
16 April 2026	Main AIFMD II requirements apply (once transposed nationally)
30 June 2026	Mandatory XML format for Annex IV submissions
16 April 2027	Enhanced Annex IV reporting changes apply; UCITS management company reporting begins
16 April 2027	Deferred provisions (Article 1(12) measures, Article 20a UCITS) apply
16 April 2029	Grandfathering period ends for loan-originating AIFs constituted before 15 April 2024
16 April 2029	Commission review of AIFMD II functioning

---

Related Content

• AIFMD II Compliance Checklist: 12 Actions Before 16 April 2026
• AIFMD II Liquidity Management Tools: Complete Guide
• AIFMD II Loan Origination Requirements
• AIFMD II Annex IV Reporting Changes 2026
• AIFMD II Transposition Tracker (Country Status)
• EU Financial Regulation Deadlines 2026