In Europe you need two permissions, not one.
The first covers the fund. May this fund be offered to these investors in this country? Your fund manager's licence answers part of that, and a filing in each target country answers the rest.
The second covers the person. Is the individual having the investor conversation allowed to have it? A separate rulebook, called MiFID, answers that one.
If the fund manager raises money for its own funds, its licence covers both. The moment the raising is done by someone outside the manager's own company, the second question has to be answered on its own. The first answer does not carry across.
Legal basis: Directive 2011/61/EU (AIFMD) for the fund, Directive 2014/65/EU (MiFID II) for the person.
Search for how to raise a fund in Europe and you will find good material on marketing passports, private placement regimes and third party managers. All of it answers the same question: may this fund be offered here.
None of it answers the second question. Talking to investors about a fund is itself a licensed activity in Europe, separate from whether the fund may be offered. Somebody has to hold that licence for the work your people do.
The two fail independently. You can have a correctly filed fund and an unlicensed sales arrangement. You can also have a licensed distributor and a fund that may not be offered in the country you are calling into.
An authorised European fund manager may market the funds it manages. Its own employees work inside that licence. Nothing more is needed on the distribution side.
An independent placement professional, a sales entity in the sponsor group, or a team employed by a different company to the manager is not covered by the manager's licence. That business needs its own licence, or it works as a tied agent under a licensed investment firm.
Investor relations, capital formation and business development describe work, not legal status. What counts is who employs the person, whose licence they work under, and who supervises them.
A tied agent is a person or a company that does agreed investment work for one licensed investment firm, in that firm's name and under its full responsibility. The firm checks the agent before appointing it, supervises the work, and answers for it. The agent holds no licence of its own and appears in a public register.
This solves the second question. It does not solve the first. Appointing a tied agent does not give your fund a marketing permission and does not remove any filing your fund still needs.
Legal basis: Article 29 MiFID II.
This is a simplified comparison for readers coming from the US. It is meant to place the European concepts against terms you already use. The two systems are not equivalent and the comparisons do not carry across as a matter of law.
If a decision turns on any of these points, check the European position itself rather than the comparison.
This is a simplified comparison for readers coming from Asia. It is meant to place the European concepts against terms you already use. The two systems are not equivalent and the comparisons do not carry across as a matter of law.
A Hong Kong SFC licence or a Singapore CMS licence covers your activity there. Neither extends into Europe. Europe is a separate licence, and the tied agent route is how firms use someone else's rather than applying for their own.
If a decision turns on any of these points, check the European position itself rather than the comparison.
Both layers carry their own consequences and they do not merge. The fund manager keeps its own duties for the fund and for anyone it appoints to market it. The investment firm answers for what its tied agent does in the work it was appointed for. A contract between the parties divides commercial risk. It does not move a regulatory duty from one to the other.
No. The passport is about the fund and whether it may be offered in a country. It says nothing about the person doing the selling. If that person is employed by the fund manager and works inside its licence, they are covered. If they are an independent business, or employed by a different company, they need their own arrangement.
Usually not. Paying a manager for its services does not extend that manager's licence to your employee. Ask three questions: who employs the person, whose licence do they work under, and who supervises them. If the answer to all three is your own unlicensed company, there is a gap.
You need the fund to be allowed in the country, and you need the person selling it to be allowed to sell it. Sometimes one party holds both. Often they are held by different parties, which is fine, as long as each one is actually held.
No. An agreement can appoint someone to market a fund. It cannot give them a licence they do not have. If the appointed party has no licence and is not a tied agent of a licensed firm, the agreement does not fix that.
substnz Capital Partners GmbH is an investment firm supervised by BaFin, the German regulator. It holds licences for investment brokerage and investment advice, and tied agents appointed under its licence are released for investment brokerage.
That makes it relevant to the second question on this page, not the first: when the fund's route to market is already sorted but the people raising the money need a licensed home. substnz is not a fund manager and does not replace one.
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