AIFMD II for French AIFMs: What SGPIs Must Do Now (April 2026)

The AIFMD II transposition deadline passed on 16 April 2026. France did not complete transposition of Directive (EU) 2024/927 by that date — the Code monétaire et financier (CMF) has not yet been amended. Yet the AMF has been explicit: French AIFMs (SGPIs — Sociétés de Gestion de Portefeuille et d'Investissement) are expected to implement AIFMD II requirements regardless of the legislative calendar.

This guide is for French fund managers: SGPIs managing open-ended or closed-ended AIFs, UCITS management companies, and investment firms managing collective portfolios. It explains what the AMF expects now, what French fund structures are affected by which AIFMD II requirements, and what practical steps must be taken immediately.

For the cross-jurisdictional analysis covering all non-transposing states, see AIFMD II Deadline Passed: What Fund Managers in France, Belgium, Italy and Spain Must Do Now. For the full 12-item implementation checklist, see the AIFMD II Compliance Checklist.

---

The AMF's Position: Supervise Against AIFMD II Even Without National Law

The AMF published its supervisory priorities for 2026 and several AIFMD II-specific communications in Q1 2026. The AMF's position is clear:

• The AMF will apply ESMA's guidelines, opinions, and technical standards on AIFMD II in supervisory assessments of French SGPIs from April 16, 2026, pending enactment of national implementing measures
• The AMF considers that SGPIs that have not begun AIFMD II implementation by the deadline will face supervisory scrutiny in authorisation reviews, risk-based inspections, and thematic supervisory examinations
• The AMF has flagged three priority areas for French SGPIs: liquidity management tools for open-ended funds, delegation substance for SGPIs delegating portfolio management outside France or the EU, and loan origination governance for credit-oriented AIFs

This is a supervisory expectation, not a legal obligation under national law — but the practical distinction for a French SGPI is narrow. The AMF's supervisory authority is real, and it is applying it.

---

Which French Fund Structures Are Affected

AIFMD II affects different French fund structures differently. The starting point is whether each fund is open-ended or closed-ended, and whether it originates loans.

Open-Ended French Funds: Liquidity Management Tools Required

French open-ended funds that qualify as AIFs subject to AIFMD are subject to the LMT requirement under Article 16(2a) and the LMT Delegated Regulation (Commission Delegated Regulation (EU) 2024/1788, which is directly applicable as an EU Regulation).

Fund Type	Structure	LMT Required?
FIA ouvert (open-ended AIF)	Open	Yes
FCPE (épargne salariale, open-ended)	Open	Yes
OPCVM (UCITS)	Open	Yes (UCITS Directive amended)
FPCI constituted after 15 April 2024 (semi-open-ended variants)	Varies	Assess individually
FCPR, FIPS (closed-ended)	Closed	No LMT requirement
FPCI (closed-ended)	Closed	No LMT requirement
ELTIF	Closed	No LMT requirement (but ELTIF Regulation has its own liquidity rules)

For any open-ended French AIF or OPCVM managed by a French SGPI, at least two LMTs must be selected from the Annex V list. The minimum viable selection is one anti-dilution tool (ADT) — typically an anti-dilution levy (commission d'ajustement) or swing pricing — plus one quantitative-based activation tool (typically a redemption gate).

The LMT Delegated Regulation is an EU Regulation. Unlike the AIFMD II Directive itself, the Delegated Regulation applies directly in France without requiring national transposition. French SGPIs managing open-ended AIFs are already subject to the LMT Delegated Regulation as a matter of EU law.

Loan-Originating French Funds: FPCIs and Credit Vehicles

France has a significant private credit fund market, primarily using the Fonds Professionnel de Capital Investissement (FPCI) structure for debt strategies and Fonds de Prêts à l'Économie (FPE) structures for insurance company loan vehicles. AIFMD II introduces a standalone loan origination framework.

A French AIF qualifies as a loan-originating AIF under AIFMD II if its investment strategy is mainly to originate loans. This covers:

• FPCIs with predominantly direct lending strategies
• Any other AIF structure where the primary activity is originating new loans to borrowers (as opposed to purchasing loans on secondary markets)

What the loan origination framework requires:

• Closed-ended structure: A loan-originating AIF must use a closed-ended structure that does not permit redemptions during the fund's life (subject to transitional provisions for existing funds)
• 5% risk retention: The AIFM must retain, on an ongoing basis, a net economic interest of at least 5% of the notional value of loans originated and then sold on secondary markets
• Borrower diversification: No single borrower can receive more than 20% of the fund's capital (for AIFs open to retail investors) or 20% subject to any higher limit in the fund rules (for professional investor funds, with a specific carve-out for debt-to-equity conversion positions)
• Lending policies: The AIFM must maintain documented lending policies covering credit assessment, approval processes, loan administration, and monitoring procedures
• Leverage limits: Open-ended loan-originating AIFs face a leverage limit of 175% NAV; closed-ended loan-originating AIFs face a limit of 300% NAV
• Related-party lending prohibition: The AIF cannot originate loans to the AIFM itself, its employees, or related entities

Grandfathering for pre-existing FPCIs: For loan-originating AIFs constituted before 15 April 2024, the structural requirements (closed-ended structure, concentration limits, leverage limits) are grandfathered until 16 April 2029. The AIFM must not increase exposures beyond pre-existing limits during the grandfathering period. This does not remove the lending policy, risk retention, or disclosure requirements.

Delegation: The AMF's Priority Focus for SGPIs

The AMF has publicly stated that delegation substance is a priority supervisory area for French SGPIs in 2026. France has a large number of SGPIs that delegate portfolio management to entities outside France — particularly to UK-based managers (post-Brexit), US managers, and Asian managers.

AIFMD II strengthens the delegation oversight framework significantly:

• Substance at the AIFM level: The AIFM must retain genuine portfolio management and risk management capabilities in France. Where portfolio management is fully delegated, the SGPI must have sufficient French-resident staff with genuine expertise and oversight authority
• Oversight documentation: Each delegation arrangement must be documented with information on: the delegated function, the delegate's identity and jurisdiction, oversight FTE resources at the SGPI, oversight mechanisms, and the process for replacing the delegate if necessary
• Annex IV reporting from 2027: From 16 April 2027, enhanced Annex IV reporting will require SGPIs to disclose delegation data including FTE ratios for each delegated function

Letter-box entity risk: ESMA's opinion on delegation thresholds (non-binding but NCA-applied) indicates that an AIFM that delegates more than 70% of AUM portfolio management to a single third-country entity is at elevated risk of being characterised as a letter-box entity. The AMF has applied this guidance in authorisation reviews and is expected to intensify scrutiny under AIFMD II.

SGPIs with UK delegate managers should specifically review:

• Whether their oversight staffing in Paris is proportionate to the scale of UK delegation
• Whether delegation agreements include adequate information rights, reporting obligations, and SGPI intervention authority
• Whether any AMF authorisation conditions on delegation are still being met under the post-AIFMD II standard

---

Immediate Actions for French SGPIs

1. Map AIFMD II Obligations by Fund

Create a fund-by-fund obligation matrix covering:

Fund	Structure	Loan originator?	LMT applies?	Pre-2024 AIF?	Priority action
[Fund A]	Open-ended	No	Yes	—	LMT selection
[Fund B]	Closed-ended	Yes (FPCI)	No	Yes (pre-2024)	Review grandfathering; prepare lending policies
[Fund C]	Open-ended OPCVM	No	Yes	—	LMT selection + UCITS disclosure update

This mapping should already exist. If it does not, complete it immediately.

2. Select and Document LMTs for Every Open-Ended Fund

For each open-ended AIF and OPCVM managed by the SGPI:

Step 1 — Select two LMTs: Identify which combination fits the fund's investment strategy, liquidity profile, investor base, and operational infrastructure. Common French selections:

• For fonds diversifiés and OPCVM: anti-dilution levy + redemption gate
• For fonds immobiliers (OPPCI open-ended): anti-dilution levy + extension of notice period
• For mixed illiquid/liquid portfolios: swing pricing + side pockets (for designated illiquid assets)

Step 2 — Document the selection rationale: The LMT Delegated Regulation requires documentation of why the selected LMTs are appropriate for the fund. This must be retained and made available to the AMF on request.

Step 3 — Prepare investor disclosure language: Draft the investor disclosure for each LMT: what the tool is, the conditions under which it may be activated, operational thresholds, and investor impact. This language will be incorporated into the DICI (Document d'Information Clé pour l'Investisseur) and fund prospectus when national law permits formal document amendment.

Step 4 — Prepare AMF notification procedure: Identify the notification obligation for each LMT if activated (e.g., what the AMF requires to be notified when a gate is activated, within what timeframe, in what format).

3. Prepare Fund Document Amendments in Draft

Fund constitutional documents — the règlement du fonds (fund rules) or statuts — cannot be formally amended until national law provides the legal basis. However, you should have draft amendments ready for immediate execution when national law enters into force.

Draft amendments should cover:

• Addition of the selected LMTs with full legal description
• Updated investor disclosure language in the prospectus
• Any new risk factors related to LMT activation

The AMF will need to approve material changes to fund documentation. Prepare the AMF submission package (amended documents, cover letter, regulatory analysis) in advance so the submission can be filed immediately upon national enactment.

4. Review and Update Delegation Oversight Documentation

For each delegation arrangement:

• Confirm that current oversight resources (French-based staff with genuine PM/RM expertise) are proportionate to the scale of delegation
• Update the delegation agreement to include: SGPI audit rights over the delegate, delegate incident reporting obligations, SGPI's right to terminate and replace
• Document the oversight mechanisms in a delegation oversight register that can be provided to the AMF on request

5. Assess Loan Origination Positions

For any FPCI or credit AIF managed by the SGPI:

• Confirm whether the fund meets the loan-originating AIF definition (strategy is mainly loan origination)
• If yes and constituted before 15 April 2024: document the grandfathering basis and confirm no post-2024 increases in concentration or leverage beyond pre-existing limits
• If yes and constituted after 15 April 2024: assess compliance with the full AIFMD II loan origination framework now
• Draft lending policies if not already in place

---

French-Specific Considerations

The AMF Authorisation Process

SGPIs are authorised by the AMF under article L. 532-9 du Code monétaire et financier. The AIFMD II requirements will be incorporated into the AMF's authorisation assessment once national law is enacted. New SGPIs seeking authorisation from April 16, 2026 should expect the AMF to apply AIFMD II standards in the authorisation process even before formal transposition.

Existing SGPIs renewing authorisation conditions or filing to manage new fund types should also expect AMF reviewers to assess AIFMD II readiness.

French UCITS Management Companies

French OPCVM management companies are supervised by the AMF under article L. 214-3 du CMF. AIFMD II amends the UCITS Directive (2009/65/EC), imposing LMT and delegation requirements on UCITS managers. The AMF has confirmed it will apply these requirements to French OPCVM management companies from April 16, 2026.

OPCVM managers should treat their obligations identically to AIFMD II obligations for AIFMs — the substantive requirements for LMT selection and delegation oversight are equivalent.

Sociétés de Libre Partenariat (SLP) and Organismes de Titrisation (OT)

SLPs used for private credit strategies and organised as loan-originating AIFs fall within the AIFMD II loan origination framework if their strategy is mainly loan origination. The SLP's règlement must be reviewed for alignment with the loan origination requirements (closed-ended structure, concentration limits, leverage limits, lending policies).

Organismes de titrisation acquiring loan portfolios on secondary markets are generally not loan-originating AIFs — they acquire existing loans rather than originating new ones. However, if an OT has an origination tranche or participates in primary loan syndications at origination, a fact-specific assessment is required.

---

Frequently Asked Questions

France has not transposed AIFMD II. Do we need to comply as a French SGPI?

Not as a strict matter of French national law — the AIFMD II obligations are not yet in force as French law. However, the LMT Delegated Regulation (EU) 2024/1788 is an EU Regulation that applies directly in France regardless of national transposition status. For the LMT requirements, compliance is already required under EU law. For other AIFMD II obligations (delegation oversight updates, loan origination framework), the AMF has issued supervisory guidance indicating it will apply ESMA standards regardless of national law status. The practical compliance expectation is equivalent to full compliance.

We have an open-ended FPCI with semi-liquidity provisions. Does it need to select two LMTs?

Open-ended FPCIs (those allowing periodic redemptions) are open-ended AIFs for AIFMD II purposes and must select at least two LMTs. Closed-ended FPCIs (no redemptions permitted during the fund's life, other than permitted transfers) are not subject to the LMT requirement. The characterisation depends on the fund's constitutional structure and whether it legally permits redemptions — not on the frequency of redemption windows.

Our SGPI delegates portfolio management of an FPCI to a London-based manager. What does AIFMD II change?

AIFMD II strengthens the delegation oversight standard. You need: (i) sufficient French-based staff with genuine PM/RM expertise to oversee the UK delegate, proportionate to the AUM delegated; (ii) enhanced delegation documentation covering oversight mechanisms, FTE resources, and delegation agreement terms; (iii) updated delegation agreement provisions including audit rights, incident reporting, and termination rights. The AMF has flagged UK delegation as a supervisory priority given post-Brexit concerns about substance.

When will French implementing legislation be enacted?

No official date has been confirmed by the French government. Based on AMF and Ministry of Finance communications, implementing legislation is expected in Q2 2026, likely May or June 2026. SGPIs should monitor the Journal officiel de la République française and the AMF's publication feed. The AMF has indicated it will issue additional AIFMD II implementation guidance once national law is enacted.

What happens if the AMF inspects us before French national law is enacted?

The AMF can conduct supervisory visits and request information under its existing powers under the CMF, regardless of AIFMD II transposition status. In such a visit, the AMF will assess LMT readiness, delegation oversight documentation, and loan origination governance against ESMA guidelines and the LMT Delegated Regulation (directly applicable). The absence of French national law does not prevent the AMF from asking these questions or from noting deficiencies in supervisory letters.

---

Need article-level analysis of your French SGPI's AIFMD II obligations? financialregulations.eu provides cited answers to AIFMD II questions — including AMF-specific guidance, LMT Delegated Regulation requirements, and French fund structure analysis — in under 90 seconds.

Analyse Your AIFMD II Obligations — Free →