16 April 2026: AIFMD II Finally Takes Effect

After years of legislative process, the local transposition deadline of 16 April 2026 for AIFMD II (Directive 2024/927/EU) has finally arrived. This marks a significant milestone for the investment fund industry across the European Union, bringing with it a range of important changes for both fund managers and the vehicles they manage.

Who Does AIFMD II Apply To?

A key point that market participants should be clear on from the outset: AIFMD II brings changes to the regulatory framework applicable to both Alternative Investment Funds (AIFs) and Undertakings for Collective Investment (UCIs)and their management companies. This contributes to a better alignment between the two frameworks.

Key Changes in a Nutshell

1. Substance Requirements

In terms of governance, substance requirements and oversight are strengthened. As from their licensing, management companies will need to demonstrate that they have genuine substance and sufficient and appropriate technical and human resources to carry out their functions and, where applicable, to supervise their delegates. Detailed descriptions of these resources will need to be submitted as part of the licence application.

The AIFMD II demands that the conduct of the business of the management company shall be decided by at least two natural persons who are employed full time by the manager or who are executive members or members of the management body thereof who are committed full time to conducting the business of the AIFM and who are resident in the EU. Although not exactly the same, this requirement largely matches the already existing governance expectations and legislation applicable in Belgium, whereby the effective management of management company must be taken up by at least two natural persons.

2. Delegation

In addition to the genuine substance and oversight capacity requirements mentioned above, management companies will be required to provide their national competent authorities with regular and more detailed information on their delegation arrangements. This includes details on the third-party service provider, sub-delegation arrangements, the delegation of portfolio management and risk management functions, and on the periodic due diligence to be carried out.

3. Depositary Rules for AIFs

AIFMD II introduces greater flexibility in the depositary regime, including the possibility, under strict conditions, for AIFs to appoint a depositary located in a different Member State. This is a notable change from the current framework and is intended to address practical difficulties in smaller markets with limited depositary capacity. AIFs established in such markets will be permitted to use depositary services located in other Member States, subject to prior approval by the AIF’s competent authorities.

4. Liquidity Management Tools (LMTs)

One of the most practically significant changes is the mandatory introduction of liquidity management tools for open-ended AIFs and UCIs. Management companies must now select and maintain at least two LMTs from a harmonised list, which includes instruments such as redemption gates, notice periods, and swing pricing. This already aligns with existing practices in Belgium, though further steps may be required to ensure full compliance with the new requirements.

5. Loan-Originating AIFs

AIFMD II introduces a harmonised EU-wide framework for loan-originating AIFs. Funds that originate loans will be subject to a specific set of rules designed to manage systemic risk. These include:

• A ban on originate-to-distribute strategies;
• Risk diversification requirements;
• Risk retention requirements;
• A requirement to have specific loan origination policies and procedures in place;
• Conflict of interest provisions; and
• Article 23 AIFMD disclosure requirements specific to loan origination and related fees and costs.

AIFMD II expresses a preference for loan-originating AIFs to be closed-ended. AIFMs may nonetheless manage an open-ended loan-originating AIF, provided they are able to demonstrate that the AIF’s liquidity risk management system is compatible with its investment strategy and redemption policy.

6. Key Considerations for Non-EU AIFMs

The National Private Placement Regime (NPPR) under Article 42 of the AIFMD remains an important tool for non-EU AIFMs wishing to market units or shares of the AIFs they manage to professional investors within the EU, without having to obtain a full marketing passport.

Under the current framework, one of the conditions for relying on the NPPR was that the non-EU AIFM and its AIFs were not established in a jurisdiction listed as a non-cooperative country or territory by the Financial Action Task Force (FATF). AIFMD II introduces a stricter and broader set of jurisdictional conditions. Going forward, non-EU AIFMs and their AIFs:

• must not be established in a high-risk third country as identified under Article 9(2) of the Anti-Money Laundering Directive (the EU AML List); and
• must not be established in a jurisdiction listed in Annex I to the Council Conclusions on the revised EU list of non-cooperative jurisdictions for tax purposes (the EU Tax List).

Beyond the jurisdictional conditions, AIFMD II also strengthens the disclosure and reporting obligations applicable to non-EU AIFMs marketing under the NPPR. In particular, the Article 23 AIFMD disclosure requirements have been updated, and periodic reporting obligations have been reinforced.

Transposition in Belgium: Where Things Stand

Although the transposition deadline falls today, no implementing legislation has been published to date. A draft transposition law is, however, expected shortly.

That said, the industry should not take this as an indication that action can be deferred. The Financial Services and Markets Authority (FSMA) is already actively preparing for the new regime and has been informally reaching out to market participants to assess their level of preparedness and to encourage early compliance with the incoming requirements.

We will keep you updated on developments in the Belgian transposition process. Our Team is available should you have any questions.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.