Two different things get confused here, and only one of them is something you can plan.
Pre-marketing lets a licensed European fund manager, or a qualifying firm acting for it, test whether professional investors would be interested in an investment idea, before the fund is cleared for marketing. It has limits on who may do it, what you may show, and what happens afterwards.
Reverse solicitation describes an investor who came to you entirely on their own. European regulators read this narrowly. It is an exception you document after the fact, not a channel you build a fundraise on.
A fund manager established outside the EU has no EU-wide pre-marketing entitlement under Article 30a. National routes must be checked country by country. Luxembourg has an explicit CSSF process for non-EU AIFMs.
Legal basis: Article 30a AIFMD, added by Directive (EU) 2019/1160.
Pre-marketing belongs to the licensed European fund manager. Someone else may do it on the manager's behalf only if they are a licensed investment firm, a bank, a UCITS management company, another licensed fund manager, or a tied agent under MiFID. A consultancy mandate with none of those statuses does not qualify, whatever the agreement says.
The manager also has to tell its home regulator, by informal letter, within two weeks of starting pre-marketing, saying where and when it happened and what it involved.
Nothing that would let an investor commit.
That rules out subscription forms, including drafts. Draft prospectuses or offering documents may be used only if they are not complete enough for someone to make a decision on, and they have to say clearly that they are incomplete and not an offer. Final fund documents for a fund that does not exist yet are outside what pre-marketing allows.
Legal basis: Article 30a(1) AIFMD on subscription forms, including drafts, and the conditions for draft prospectuses or offering documents.
If a professional investor subscribes within eighteen months of the start of your pre-marketing, to a fund you mentioned in it or a fund set up as a result of it, that subscription counts as marketing. The normal filing requirements then apply.
Three things people get wrong about this. The clock starts when pre-marketing begins, not at the last contact. It attaches to the funds concerned in the countries concerned. And it can catch an investor you never personally approached, including a subscription made on that investor's own initiative, because what triggers it is the subscription inside the period, not that individual's contact history.
Non-EU AIFMs do not have an EU-wide pre-marketing entitlement under Article 30a. That is not the same as a ban. Individual countries can and do provide their own route. CSSF provides a Luxembourg route for non-EU AIFMs, applying Article 30a conditions and requiring notification within two weeks of starting.
Whether any other country does has to be checked one by one, and an answer for one country is not an answer for the next.
Reverse solicitation means a service provided entirely at the investor's own initiative. Regulators read it narrowly. If the firm has approached clients or promoted its services, directly or through anyone acting for it, the exception does not cover what follows, and the fact that the investor sent the first email on a particular day does not settle it.
Two practical consequences. You cannot create it with wording, and a letter signed by the investor does not create it if the history says otherwise. And it does not scale, which makes it a poor foundation for a fundraising plan even where it holds in one case.
The manager, the countries, the dates, who you spoke to, what you showed them, and who acted on the mandate. For inbound approaches, what happened before the approach. These records support an assessment. They do not turn planned outreach into investor initiative.
Only if they hold one of the qualifying statuses, which for most placement professionals means being a licensed investment firm or a tied agent of one. What the role is called commercially is not the test. The licence is.
No. Taking subscriptions is marketing, not pre-marketing, and the filing has to be in place first. That is exactly why materials that would let an investor commit are not allowed at this stage.
Not on that fact alone. The exception is judged against the whole history, including any earlier approach, promotion or pre-marketing, and including contact through anyone acting for you. Write down the context and assess it rather than assuming it.
No. When the period ends, that particular pre-marketing consequence stops applying to that subscription. It does not establish that a later deal came about on the investor's own initiative. That is a separate question judged on its own facts.
A tied agent appointed by substnz Capital Partners GmbH can take part in pre-marketing for a licensed European fund manager, within an agreed mandate and the applicable conditions. The arrangement supplies the licensed status the third party needs. It does not make an otherwise impermissible communication permissible, and it does not remove the manager's own filing duties.
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