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Reverse solicitation is not a channel. Where TPMs can actually raise in Europe, and how

Two permissions, not one: why reverse solicitation is a defence rather than a channel, why compliance bought after the close covers nothing, and the workable route for third-party marketers.

Most independent marketers I speak to have the same three beliefs about Europe. Reverse solicitation will cover the investors who "came to us". Compliance is something you pay for once the money is in, subject to success. And everyone cuts a corner somewhere, so the corner must be safe.

All three look workable from a desk in London. None survives contact with the rules.

Two permissions, not one

Raising for a non-EU fund in Europe needs two separate things in order.

The first belongs to the fund manager. Under AIFMD, marketing is a direct or indirect offering or placement of a fund at the initiative of the manager or on its behalf. A non-EU manager has three routes:

  • The marketing passport. Available to an EU-authorised AIFM. One notification covers every member state. This is why many non-EU managers use an EU host AIFM.
  • National private placement (NPPR). Article 42 of AIFMD lets each member state allow a non-EU manager to market to professional investors, country by country, on conditions: the manager meets AIFMD's transparency rules (annual report, investor disclosure and regulatory reporting), regulators have cooperation arrangements in place, and member states may add stricter rules of their own. Many do.
  • Reverse solicitation. A subscription the investor initiates on its own, with no marketing by the manager or anyone acting for it.

The second permission belongs to you. Placing financial instruments, receiving and transmitting orders and giving investment advice are investment services under MiFID II. A TPM approaching EU professional investors needs MiFID permission, or needs to act under a MiFID firm that has it, for example as a tied agent: a person who promotes services, places instruments or transmits orders under the full and unconditional responsibility of one investment firm.

A UK firm lost its EU passport at the end of the transition period. If you are an appointed representative of a UK regulatory host, your host's permissions stop at the UK border. The fund's NPPR filing does not cover you either. Two permissions, two holders.

What changed for reverse solicitation

It was always narrow. Three changes made it narrower.

Pre-marketing. Directive (EU) 2019/1160 created a regime for testing investor interest before a fund is registered. The price is an 18-month lock: if an investor subscribes within 18 months of pre-marketing starting, to a fund mentioned in that pre-marketing, the subscription counts as marketing and the notification procedure applies. CMS's December 2025 guide records that rule applying to non-EU managers in Germany, the Netherlands and Finland, among others. In Germany, a non-EU manager must tell BaFin within two weeks of its first pre-marketing contact. Denmark, Sweden and Norway do not open pre-marketing to non-EEA managers at all.

So the warm-up call you made in March is the reason the "inbound" subscription in November is not reverse solicitation.

ESMA's 2021 statement. After Brexit, ESMA warned firms about "I agree" boxes and standard clauses saying business was done at the client's exclusive initiative. Its position: solicitation, promotion or advertising in the EU disqualifies the exemption whatever the disclaimer says, every channel counts (calls, meetings, brochures, websites), and it counts whoever made it, including any entity acting on the firm's behalf. That last point is about you. Your outreach is the manager's outreach.

ESMA's marketing communications guidelines, applied from February 2022, treat LinkedIn and other social posts that name a fund or describe its features as marketing communications. A post is a contact.

AIFMD II, which member states had to bring into national law by 16 April 2026, did not open any of this up. It tightened the NPPR conditions, adding EU anti-money-laundering and tax tests for the manager's and the fund's home countries.

A defence, not a channel

Reverse solicitation is something you prove after the fact, investor by investor. The Luxembourg regulator says plainly that it is available only to professional investors and cannot be used as a placement strategy. In the Netherlands, CMS notes that it can be relied on only in exceptional circumstances. Norway requires the whole process, not only the first contact, to be at the investor's initiative.

If your plan for a market depends on it, you do not have a plan for that market. You have a hope and a file of emails you would rather nobody read.

Why "subject to success" does not work

Success-based compliance assumes nothing regulated happens until money moves. The rules say the opposite. Marketing is the offering, not the closing. Promoting and placing are the investment services, not the settlement. The first conversation with an EU investor is the regulated act.

So compliance bought after the close covers nothing that mattered. The deck has gone, the calls have happened, and the 18-month clock may already be running. You cannot backdate a permission.

In France, CMS summarises the AMF's position as follows: fees paid to a third party as a result of subscriptions by a French investor raise a rebuttable presumption that reliance on reverse solicitation was unlawful. Your success fee is the evidence against you.

What actually goes wrong

  • Regulators act. ESMA reminds firms that unauthorised investment services expose them to administrative or criminal proceedings. CMS records criminal sanctions in France, Germany and Denmark, and administrative fines in Italy of up to the higher of EUR 5 million and 10% of turnover.
  • Investors can unwind. In Italy, an agreement made in breach may be declared null and void, with sums refunded plus damages. CMS says a French court would likely reach the same result. In Germany and Denmark, investors may claim losses from the manager.
  • Investors lose protection, including compensation cover, when their firm was not properly authorised, as ESMA points out.
  • The fee and the name go together. An unwound subscription takes the fee with it, and the GP remembers who brought the investor.

The workable version

Decide the route per country before the first conversation. File where filing works. Sit your own activity under a MiFID firm that has the permissions you need. Keep the records that prove who called whom.

That is what we do. Through Dorhyan and its MiFID partner, FinDeal Advisers S.A., a Luxembourg investment firm supervised by the CSSF, a partner TPM can approach European investors on a mandate it would otherwise turn down. The partner keeps the manager and the relationship. We never front the GP.

If you have a mandate in mind, screen it in about four minutes, or book a call.

This article is general information, not legal advice. Rules differ by member state and change; take advice on your specific mandate.

Sources

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