AIFMD II Transposition Deadline 16 April 2026: Country Status, LMT & Loan Origination Rules for Fund Managers

Directive (EU) 2024/927 — AIFMD II — amends both the Alternative Investment Fund Managers Directive (2011/61/EU) and the UCITS Directive (2009/65/EC). The transposition deadline of 16 April 2026 has now passed. Germany, Luxembourg, the Netherlands, and Ireland transposed on or before the deadline. France, Belgium, Italy, and Spain did not complete transposition by the deadline date.

Updated 17 April 2026: The deadline has passed. For a dedicated guide covering what fund managers in non-transposing member states (France, Belgium, Italy, Spain) must do now — including legal consequences, supervisory expectations, and practical actions — see AIFMD II Deadline Passed: What Fund Managers in France, Belgium, Italy and Spain Must Do Now.

This article sets out the country-by-country transposition status as of March–April 2026 across the main EU fund jurisdictions.

Why Transposition Status Matters for Fund Managers

AIFMD II is a Directive. Unlike a Regulation, it does not automatically become part of each Member State's legal order — it must be implemented through national legislation. Until national implementing measures enter into force, the AIFMD II requirements do not exist as enforceable obligations in that jurisdiction.

For fund managers, this creates a practical planning challenge:

• If your home NCA's jurisdiction has transposed: requirements are live; you need to comply.
• If your home NCA's jurisdiction has not transposed: the legal position is uncertain. The Directive is binding on Member States (including the obligation to transpose by 16 April 2026), and NCAs may begin applying ESMA guidance in anticipation. But strictly speaking, obligations do not bite until national law is in force.
• If you are marketing into jurisdictions with different transposition timelines: obligations may differ across distribution markets.

Regardless of national transposition timing, fund managers should be implementing AIFMD II changes now. The deadline has been known since April 2024. Waiting for the final national bill creates execution risk. For all 2026 deadlines including AIFMD II, MiCAR, DORA, and the AML Package, see our compliance calendar.

For the Commission Delegated Regulation on liquidity management tools — which also applies from 16 April 2026 and requires open-ended AIFs to select at least two LMTs — see our AIFMD II Liquidity Management Tools guide.

Luxembourg — Bill of Law 8402 in Parliamentary Process

Luxembourg is the largest EU fund domicile by AUM and has the most to implement. Its AIFMD II transposition is proceeding through Bill of Law 8402, introduced to the Chambre des Députés in late 2025.

The bill amends the Luxembourg Law of 12 July 2013 on AIFMs and the Law of 17 December 2010 on UCIs, as well as the Law of 23 July 2016 on Reserved Alternative Investment Funds (RAIFs).

Key Luxembourg implementation points:

• The CSSF is expected to publish supervisory positions on the LMT requirements before the transposition deadline, consistent with its practice of providing implementation guidance to Luxembourg-authorised managers.
• Luxembourg's delegation model — where AIFMs domiciled in Luxembourg delegate portfolio management to managers in London, New York, or Hong Kong — requires close attention to the enhanced delegation oversight requirements under Article 20 of the amended AIFMD. Luxembourg AIFMs that have historically relied on lightweight oversight structures will need to demonstrate genuine substance.
• The partial depositary passport, which permits depositaries from other Member States to act for Luxembourg-domiciled AIFs under specific conditions, requires amendment to depositary appointment documentation and agreements.
• Luxembourg RAIFs and SIFs that pursue loan origination strategies must implement risk retention (5% of notional for sold loans), diversification limits, and lending policies before the deadline.

Status (March 2026): Bill of Law 8402 proceeding through parliament. Implementation expected before the April 16 deadline. CSSF guidance anticipated. Fund managers should implement rather than wait for final national law.

Netherlands — Wft Amendment Bill in Progress

The Netherlands transposes AIFMD II through amendments to the Wet op het financieel toezicht (Wft) and the Besluit Gedragstoezicht financiële ondernemingen (Bgfo). The Dutch Ministry of Finance submitted an implementing bill for consultation in 2025.

Key Netherlands implementation points:

• The AFM has published supervisory communications indicating its AIFMD II priorities: LMT implementation for open-ended Dutch AIFs, delegation substance for AIFMs that delegate outside the EU, and loan origination fund governance.
• Dutch-domiciled AIFMs should review their delegation oversight frameworks — particularly those with delegated portfolio management in the UK or outside the EU following Brexit.
• The LMT requirements apply to open-ended AIFs managed by Dutch AIFMs. Dutch AIFMs managing Luxembourg-domiciled open-ended funds are subject to the AIFMD II requirements of the fund's home state (Luxembourg), but oversight of compliance may fall to the AFM as the AIFM's home NCA.
• Dutch private credit vehicles that originate loans must assess whether they qualify as "loan-originating AIFs" under the AIFMD II definition and, if so, implement the full loan origination framework.

Status (March 2026): Transposition bill in legislative process. AFM supervisory priorities published. Fund managers should proceed with implementation regardless of final bill timing.

Germany — Transposition via KAGB Amendment

Germany transposes AIFMD II primarily through amendments to the Kapitalanlagegesetzbuch (KAGB), which governs both AIFMs and UCITS management companies. BaFin has published consultation papers on key AIFMD II provisions.

Key Germany implementation points:

• Germany has historically been prompt in implementing EU fund directives. BaFin's AIFMD II consultations suggest the implementing measures are technically advanced.
• German Spezial-AIFs — closed-ended funds used by institutional investors — are widely used for real asset and private credit strategies. Loan-originating German AIFs will need to implement the full AIFMD II loan origination framework.
• The LMT requirements apply to open-ended German Publikums-AIFs and UCITS. German UCITS management companies managing retail funds must select and document at least two LMTs.
• German AIFMs that use Masterfonds/Feederfonds structures should review whether the LMT obligations flow through to feeder structures.

Status (March 2026): KAGB amendment bill in advanced legislative stages. BaFin guidance published for key provisions. Implementation widely expected before the April 16 deadline.

Ireland — CBI Guidance Issued, Legislation in Progress

Ireland is the second-largest EU UCITS domicile and a significant AIF jurisdiction. The Central Bank of Ireland (CBI) transposition runs through amendments to the European Union (Alternative Investment Fund Managers) Regulations 2013 and the European Union (Undertakings for Collective Investment in Transferable Securities) Regulations 2011.

Key Ireland implementation points:

• The CBI has a well-established pattern of publishing detailed guidance alongside transposition legislation. Fund managers should monitor the CBI Register for implementing statutory instruments and accompanying Central Bank guidance.
• Irish-domiciled UCITS are predominantly managed by large asset managers with established LMT frameworks. However, fund documentation review remains mandatory — constitutional documents must legally embed the selected LMTs.
• For Irish-domiciled AIFs with delegated portfolio management to the US or UK, the delegation reporting and oversight substance requirements demand attention. The CBI has historically been firm on delegation governance.
• The partial depositary passport has limited immediate relevance in Ireland, given the depth of the Irish depositary market and the availability of global custodians with Irish entities.

Status (March 2026): Statutory instruments in legislative process. CBI guidance expected. Ireland has a consistent track record of meeting directive transposition deadlines.

France — Legislation Pending, AMF Active on Guidance

France transposes AIFMD II through amendments to the Code monétaire et financier (CMF) and AMF General Regulation (Règlement Général de l'AMF). Legislative progress has been slower than in Luxembourg, Germany, or the Netherlands.

Key France implementation points:

• The AMF has published position papers and consultation documents on key AIFMD II provisions, particularly on delegation and LMTs.
• French Fonds Professionnels de Capital Investissement (FPCIs) and Fonds Communs de Placement à Risques (FCPRs) that originate loans must assess applicability of the loan origination framework.
• French asset managers with delegation to non-EU portfolio managers — a common structure for global asset management groups — face increased scrutiny under the enhanced delegation substance requirements.
• The MiFID II top-up provisions (clarifying conduct requirements for AIFMs providing ancillary services) require French managers to review their ancillary service compliance frameworks.

Status (March 2026): Legislative process ongoing. AMF has published supervisory guidance. Managers should not rely on national law being delayed as a reason to defer implementation.

ESMA's Role: Level 2 Measures Providing Uniform Standards

AIFMD II's practical implementation depends heavily on ESMA's Level 2 measures, which apply uniformly across all Member States regardless of national transposition timing:

RTS on Liquidity Management Tools

ESMA published draft RTS specifying the characteristics of each LMT (activation thresholds, investor disclosure requirements, and supervisory notification timelines) in mid-2025. The RTS underwent a consultation process and are expected to be adopted by the European Commission as delegated regulations.

Key RTS provisions on LMTs:

• Redemption gates: Maximum percentage that can be gated, minimum notice required, supervisory notification when gates are activated
• Notice periods: Minimum and maximum notice periods for different fund categories
• Anti-dilution levies: How the levy should be calculated and disclosed
• Swing pricing: Methodology consistency requirements

RTS on Delegation Reporting

ESMA has proposed standardised reporting templates for delegation arrangements, specifying what information AIFMs must provide to their NCAs. The templates require information on each delegate, delegated function, jurisdictions, resources retained, and oversight mechanisms.

ESMA Opinion on Delegation Thresholds

ESMA published an opinion on delegation thresholds — non-binding quantitative guidance indicating at what point delegation becomes so extensive that an AIFM risks letter-box entity status. While not directly part of AIFMD II, NCAs are expected to apply this opinion in assessing delegation arrangements.

What Fund Managers Must Have Done by 16 April 2026

Regardless of the specific national transposition status in your jurisdiction, the following workstreams should be completed or substantially advanced by the April 16 deadline:

1. LMT Selection and Documentation

For every open-ended AIF you manage:

• Select at least two LMTs from the AIFMD II list
• Amend constitutional documents (fund rules, prospectus, articles) to embed the selected LMTs
• Draft or update investor disclosure language describing each LMT, its activation criteria, and its operational mechanism
• Prepare NCA notification procedures for when LMTs are activated
• Implement internal activation governance: who can authorise gate or swing pricing activation, and what documentation is required

Critical point: Selecting the LMTs is not sufficient — they must be legally embedded in the fund documentation. An LMT that exists only in internal policy is not compliant.

2. Delegation Oversight Enhancement

For every function you delegate:

• Prepare the information pack your home NCA will require on each delegation arrangement
• Review oversight resources: staffing, expertise, and time dedicated to delegate oversight
• Update internal delegation governance documentation
• Review delegation agreements for provisions on oversight rights and information access

If you delegate portfolio management to a non-EU entity, assess whether the oversight structure meets AIFMD II's enhanced standard, not merely the AIFMD I standard.

3. Loan Origination Compliance (if applicable)

For AIFs that originate loans:

• Implement 5% risk retention on loans sold on secondary markets
• Establish diversification limits (individual borrower concentration)
• Document lending policies covering credit assessment, approval, administration, and monitoring
• Verify that related-party lending prohibitions are reflected in investment guidelines and internal policies

4. Depositary Arrangements

Review whether the partial depositary passport creates any obligations or opportunities for your fund structures. For most managers, no action is required, but the review should be documented.

5. MiFID II Top-Up

For AIFMs providing ancillary services (portfolio management, investment advice, custody):

• Review conduct-of-business requirements for ancillary services
• Ensure alignment with the revised standards in the amended AIFMD

Frequently Asked Questions

Implications for Tokenized Fund Structures

AIFMD II does not specifically address tokenization, but its provisions have direct implications for digital-native fund structures. Fund managers operating tokenised vehicles should also consider MiCAR classification for any crypto-asset components.

RAIFs using DLT: Luxembourg Reserved Alternative Investment Funds that use distributed ledger technology for unit issuance and transfer must comply with the same LMT requirements as any open-ended AIF. Smart contract-based redemption mechanisms need to accommodate gates, notice periods, or swing pricing — which requires careful technical design.

Blockchain-based transfer agents: If an AIFM uses a DLT-based transfer agent, the delegation framework applies. The transfer agent function is a critical operational function, and AIFMD II's enhanced reporting requirements extend to this arrangement.

Digital-native depositaries: The partial depositary passport may facilitate the emergence of specialised digital asset depositaries that serve funds across multiple jurisdictions — a development that could accelerate tokenized fund adoption.

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Frequently Asked Questions

Our home jurisdiction has not transposed AIFMD II by April 16. Are we still required to comply?

The April 16 deadline is a Member State obligation, not a directly applicable obligation on fund managers. If your home jurisdiction's national law is not in force, the technical legal position is that the AIFMD II requirements have not been incorporated into national law. However, NCAs may apply ESMA guidance in anticipation of transposition, and the delay does not remove the underlying regulatory expectation. Fund managers should implement regardless.

Our UCITS management company also manages AIFs. Does AIFMD II apply to both activities?

Yes. AIFMD II amends both the AIFMD and the UCITS Directive. LMT requirements apply to open-ended AIFs managed under the AIFMD and to UCITS managed under the UCITS Directive. You need to apply the LMT framework to both categories of fund.

We manage closed-ended AIFs only. Do LMT requirements apply?

No. The LMT requirements apply to open-ended AIFs (those that allow investors to redeem units or shares during the fund's life). Closed-ended AIFs — which are not redeemable during the fund's life — are not subject to the mandatory LMT selection requirement. However, loan origination and delegation requirements apply regardless of open/closed structure.

Does AIFMD II affect marketing to non-EU investors?

AIFMD II does not substantially change the third-country distribution framework. The National Private Placement Regimes (NPPRs) for marketing to non-EU investors remain in place. The changes primarily affect EU-authorised AIFMs managing or marketing to EU investors.

We are a non-EU AIFM marketing into the EU under an NPPR. Does AIFMD II apply?

AIFMD II's changes to the NPPR framework are limited. Non-EU AIFMs marketing into the EU under NPPRs continue to face national (rather than EU-harmonised) requirements. However, EU Member States may impose requirements inspired by AIFMD II on non-EU AIFMs, and you should review the NCA requirements in each distribution jurisdiction.

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