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A reality check for TPMs: what is possible, workable and affordable in Europe this year

Which European markets are open, slow or effectively shut to a non-EU fund, how long each route takes, what drives the cost, and what a TPM can and cannot set up alone.

"Europe" on a fundraising plan usually means a list of ten countries and one budget line. For a non-EU fund, that list is really several different regimes, some open, some slow and some effectively shut. Knowing which is which before you promise a GP an allocation is most of the job.

Everything below comes from CMS's private placement guide (information as of December 2025) unless another source is named. Rules move, so check the current position before each filing.

Where private placement works for a non-EU fund

Workable, notification-based

  • Luxembourg. The CSSF must be told before a non-EU manager markets, but marketing can start from the date of notification. There is no statutory time limit on the procedure, and CMS lists no marketing fee under the regime. Ongoing reporting to the CSSF and an annual report apply.
  • Ireland. Notify the Central Bank before marketing to professional investors. Ireland's rules implement Article 42 without extra conditions, and CMS lists no fees.
  • The Netherlands. Notify the AFM. A registration fee of EUR 4,400 applies to managers from designated states (including the US where the fund is SEC-registered); CMS lists no fee for the other private placement route. The AFM publishes indicators of what counts as offering in the Netherlands, including Dutch-language material and email canvassing of residents.

Walkers' 2025 guide names Luxembourg, Ireland and the Netherlands as offering the most straightforward NPPRs. The Irish Funds association puts the Nordics in the same bracket. The detail is more mixed.

Workable, approval-based

  • Norway. Marketing needs prior approval from the Financial Supervisory Authority, usually about 30 days from payment of the fee invoice. Fees are NOK 10,000 to 15,000 per fund, plus NOK 7,000 a year. Non-EEA funds cannot be pre-marketed.
  • Denmark. No marketing until the Danish FSA approves. Annual fee between DKK 4,100 and 8,000. No pre-marketing for non-EEA managers, and breaches are a criminal offence.
  • Finland. Prior approval from the FIN-FSA, with a processing fee of EUR 3,050 for non-EEA managers, and professional clients only.
  • Sweden. Marketing generally needs a licence from the SFSA, and there is no pre-marketing for non-EEA managers.

Onerous or effectively closed

  • Germany. No private placement exemption. Placement needs prior notification to BaFin, and CMS describes the hurdles for non-EU funds as comparably high, including cooperation agreements between BaFin and the home regulators. Breach can be a criminal offence.
  • France. A non-passported fund needs a specific AMF marketing authorisation, and a manager without a full EU licence cannot use French pre-marketing.
  • Spain. No private placement for funds. Prior CNMV authorisation, or a passport, is needed whether investors are professional or retail.
  • Italy. CMS reads the provisions for marketing by non-EEA managers as taking effect only once an EU delegated act under Article 67(6) AIFMD is adopted. In practice, do not plan an Italian NPPR filing for a non-EU manager.
  • Austria. No private placement exemption; a dedicated set of marketing rules applies.

If your GP's best investors are German, French, Spanish or Italian, the honest answer may be an EU AIFM and a passport, not a filing.

Time to market, by route

  • Notification markets (Luxembourg, Ireland, the Netherlands): weeks, mostly spent on documents, because marketing can start on notification.
  • Approval markets (Norway, Denmark, Finland): the regulator's clock, about a month in Norway on CMS's figure, after your file is complete.
  • Authorisation markets (Germany, France, Spain): a project, not a filing. Plan for months and for local counsel.
  • Passport through an EU AIFM: the setup takes longest, but each further market is then a passport notification.
  • Pre-marketing: quick to start where it is open to non-EU managers, but it starts the 18-month clock that turns later subscriptions into marketing.

What drives the cost

The regulator fees above are the small part. The larger drivers, in our experience, are qualitative but predictable:

  • Local counsel per market, to read each regime and review documents.
  • Translation and local disclosures where a regulator expects them.
  • Ongoing reporting. Article 42 requires a non-EU manager to meet AIFMD Articles 22 to 24 for each fund it markets: the annual report, investor disclosures and Article 24 regulatory reporting, often called Annex IV, to each regulator. AIFMD II widens that reporting to delegation arrangements, all exposures and the member states where the fund is marketed, with new templates due from ESMA by April 2027.
  • Annual fees that recur for as long as the fund stays registered.
  • Coordination. A different adviser for each market is where time goes.

What you can set up yourself, and what you cannot

You can map where your GP's target investors sit, prepare the documents, run the investor research and keep clean records of every contact. You cannot file an NPPR notification; that is the manager's. And from a UK base you cannot lawfully promote or place a fund with EU investors on your own UK permissions, because placing, order transmission and advice are MiFID investment services. You need a MiFID firm, either as its tied agent or under another arrangement with it. ESMA's 2022 supervisory briefing expects tied agents to have real EU substance, so a name on a register is not enough.

What is workable this year: a short checklist

  • List target investors by country before you list countries.
  • Start with notification markets; put approval markets on a dated plan.
  • Treat Germany, France, Spain and Italy as structuring questions for the GP.
  • Settle your own MiFID cover before the first email, call or post.
  • Pre-market only where you are ready to file within 18 months.
  • Budget the annual reporting, not only the filing.
  • Keep a contact log good enough to defend a reverse solicitation claim, and never plan around one.

How we help

Through Dorhyan and its MiFID partner, FinDeal Advisers S.A., we carry the European layer under the TPM: NPPR filings country by country, hosted structures where a filing will not do, and cover for the TPM's own activity. The partner keeps the manager and the mandate.

To see which route fits a mandate, run the screen 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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