Act on Alternative Investment Fund Managers

Act on Alternative Investment Fund Managers etc.1)

This Act promulgates the Act on Alternative Investment Fund Managers etc., cf. Consolidated Act No. 231 of 1 March 2024, with the amendments resulting from Section 9 of Act No. 480 of 22 May 2024, Section 5 of Act No. 481 of 22 May 2024, Section 22 of Act No. 1602 of 17 December 2024, Section 12 of Act No. 1666 of 30 December 2024, Section 15 of Act No. 1668 of 30 December 2024, and Section 2, items 1, 15, 55, 57-61, 65-68, 79, 81 and 82, of Act No. 712 of 20 June 2025.

The amendment resulting from Section 2, item 56, of Act No. 712 of 20 June 2025 on amending the Act on Financial Business, the Act on Alternative Investment Fund Managers etc., the Act on Investment Companies etc., the Money Laundering Act, and various other laws (Handling of crypto exposures, preparation of ESG transition plans, new documentation requirements for institutions' management structure, allocation of responsibilities and reporting lines, clearer rules for authorization of credit institutions from countries outside the EU/EEA (third countries), new supervisory power for the Danish Financial Supervisory Authority regarding approval of significant acquisitions of capital shares in other companies, criminalization of the disclosure regulation, modernization of the rules in the AIFM-UCITS II directive, strengthening of the rules on combating national and international money laundering, and establishment of a common European access point (ESAP) for submission of certain published information etc.) is not incorporated into this consolidated act, as this enters into force on 1 March 2026, cf. Section 22, subsection 5, of Act No. 712 of 20 June 2025.

The amendments resulting from Section 2, items 2-14, 16-43, 49-54, 62-64, 69-76, 78, 80 and 84-87, of Act No. 712 of 20 June 2025 on amending the Act on Financial Business, the Act on Alternative Investment Fund Managers etc., the Act on Investment Companies etc., the Money Laundering Act, and various other laws (Handling of crypto exposures, preparation of ESG transition plans, new documentation requirements for institutions' management structure, allocation of responsibilities and reporting lines, clearer rules for authorization of credit institutions from countries outside the EU/EEA (third countries), new supervisory power for the Danish Financial Supervisory Authority regarding approval of significant acquisitions of capital shares in other companies, criminalization of the disclosure regulation, modernization of the rules in the AIFM-UCITS II directive, strengthening of the rules on combating national and international money laundering, and establishment of a common European access point (ESAP) for submission of certain published information etc.) are not incorporated into this consolidated act, as these enter into force on 16 April 2026, cf. Section 22, subsection 6, of Act No. 712 of 20 June 2025.

1. The Act implements Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations 1060/2009/EC and 1095/2010/EU, OJ EU 2011, No. L 174, page 1, parts of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU, OJ EU 2014, No. L 173, page 349, parts of Directive 2015/849/EU of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purpose of money laundering or terrorist financing, amending Regulation (EU) No 648/2012 of the European Parliament and of the Council and repealing Directive 2005/60/EC of the European Parliament and of the Council and Commission Directive 2006/70/EC (4th Anti-Money Laundering Directive), OJ EU 2015, No. L 141, page 73, and parts of Directive 2018/843/EU of the European Parliament and of the Council of 30 May 2018 amending Directive (EU) 2015/849 on the prevention of the use of the financial system for the purpose of money laundering or terrorist financing and amending Directives 2009/138/EC and 2013/36/EU, OJ EU 2018, No. L 156, page 43, parts of Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 amending Directive 2007/36/EC as regards the encouragement of long-term active ownership, OJ EU 2017, No. L 132, page 1, parts of Directive 2019/1160/EU of the European Parliament and of the Council of 20 June 2019 amending Directives 2009/65/EC and 2011/61/EU as regards cross-border distribution of collective investment undertakings, OJ EU 2019, No. L 188, page 106, parts of Directive (EU) 2022/2556 of the European Parliament and of the Council of 14 December 2022, OJ EU 2022, No. L 333, page 153, and parts of Directive (EU) 2024/927 of the European Parliament and of the Council of 13 March 2024 amending Directives 2011/61/EU and 2009/65/EC as regards delegation agreements, liquidity risk management, reporting for supervisory purposes, provision of depositary and safekeeping services and lending by alternative investment funds. Certain provisions from Regulation (EU) No 345/2013 of the European Parliament and of the Council of 17 April 2013 on European venture capital funds, OJ EU 2013, No. L 115, page 1, Regulation (EU) No 346/2013 of the European Parliament and of the Council of 17 April 2013 on European social entrepreneurship funds, OJ EU 2013, No. L 115, page 18, Regulation (EU) No 1131/2017 of the European Parliament and of the Council of 14 June 2017 on money market funds, OJ EU 2017, No. L 169, page 8, and Regulation (EU) No 2402/2017 of the European Parliament and of the Council of 12 December 2017 on a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation and amending Directives 2009/65/EC, 2009/138/EC and 2011/61/EU and Regulations 1060/2009/EC and 648/2012/EU, OJ EU 2017, No. L 347, page 35, are also included in the Act. According to Article 288 of the TFEU, a regulation applies directly in each Member State. The reproduction of these provisions in the Act is therefore solely justified by practical considerations and does not affect the direct validity of the regulations in Denmark.

Lobtidende A 2025 Published on 9 December 2025 18 November 2025. No. 1544. Ministry of Industry, Danish Financial Supervisory Authority, ref. no. 24-013787 CQ003398

The amendments resulting from Section 2, items 77 and 83, of Act No. 712 of 20 June 2025 on amending the Act on Financial Business, the Act on Alternative Investment Fund Managers etc., the Act on Investment Companies etc., the Money Laundering Act, and various other laws (Handling of crypto exposures, preparation of ESG transition plans, new documentation requirements for institutions' management structure, allocation of responsibilities and reporting lines, clearer rules for authorization of credit institutions from countries outside the EU/EEA (third countries), new supervisory power for the Danish Financial Supervisory Authority regarding approval of significant acquisitions of capital shares in other companies, criminalization of the disclosure regulation, modernization of the rules in the AIFM-UCITS II directive, strengthening of the rules on combating national and international money laundering, and establishment of a common European access point (ESAP) for submission of certain published information etc.) are not incorporated into this consolidated act, as these enter into force on 2 July 2026, cf. Section 22, subsection 7, of Act No. 712 of 20 June 2025.

The amendments resulting from Section 2, items 45-48, of Act No. 712 of 20 June 2025 on amending the Act on Financial Business, the Act on Alternative Investment Fund Managers etc., the Act on Investment Companies etc., the Money Laundering Act, and various other laws (Handling of crypto exposures, preparation of ESG transition plans, new documentation requirements for institutions' management structure, allocation of responsibilities and reporting lines, clearer rules for authorization of credit institutions from countries outside the EU/EEA (third countries), new supervisory power for the Danish Financial Supervisory Authority regarding approval of significant acquisitions of capital shares in other companies, criminalization of the disclosure regulation, modernization of the rules in the AIFM-UCITS II directive, strengthening of the rules on combating national and international money laundering, and establishment of a common European access point (ESAP) for submission of certain published information etc.) are not incorporated into this consolidated act, as these enter into force on 16 April 2027, cf. Section 22, subsection 10, of Act No. 712 of 20 June 2025.

The amendment resulting from Section 2, item 44, of Act No. 712 of 20 June 2025 on amending the Act on Financial Business, the Act on Alternative Investment Fund Managers etc., the Act on Investment Companies etc., the Money Laundering Act, and various other laws (Handling of crypto exposures, preparation of ESG transition plans, new documentation requirements for institutions' management structure, allocation of responsibilities and reporting lines, clearer rules for authorization of credit institutions from countries outside the EU/EEA (third countries), new supervisory power for the Danish Financial Supervisory Authority regarding approval of significant acquisitions of capital shares in other companies, criminalization of the disclosure regulation, modernization of the rules in the AIFM-UCITS II directive, strengthening of the rules on combating national and international money laundering, and establishment of a common European access point (ESAP) for submission of certain published information etc.) is not incorporated into this consolidated act, as this enters into force on 10 January 2030, cf. Section 22, subsection 12, of Act No. 712 of 20 June 2025.

Section I General Provisions Chapter 1 Scope of Application

Section 1. This Act applies to

1. alternative investment fund managers who have registered their home state in Denmark,
2. alternative investment fund managers who have registered their home state in a third country and who have Denmark as their reference country,
3. alternative investment funds established in Denmark that are not covered by an agreement with a manager who is authorized or registered as a manager for the management of the fund, and
4. alternative investment funds from a third country that are not covered by an agreement with a manager who is authorized or registered as a manager for the management of the fund, which has Denmark as its reference country.

Subsection 2. Section 5, subsections 3-5 and 7, Sections 18, 19 and 23, Section 67, subsection 4, Sections 155-157, 161, 162, 164, 170, 171, 173-176, 180, 182, 184 and 190-192 apply to alternative investment fund managers who have Denmark as their host country, when they have been granted authorization to carry out the business referred to in Section 11 in another country within the European Union or a country with which the Union has concluded an agreement in the financial area, when the manager manages or markets alternative investment funds in Denmark through a branch in Denmark.

Subsection 3. Section 5, subsection 9, Sections 5a, 61-68, 70-75, 130, 155-157, 161, 164, 170, 171, 173-176, 180, 182, 184 and 190-192 apply to alternative investment fund managers who have registered their home state in a third country and who do not have a reference country in the European Union or a country with which the Union has concluded an agreement in the financial area, who plan to manage or market alternative investment funds in Denmark. If an alternative investment fund from a third country is not covered by an agreement to be managed by an alternative investment fund manager with a registered home state in the European Union, a country with which the Union has concluded an agreement in the financial area, or a third country, the fund is self-managed, and the provisions mentioned in the first sentence apply to the fund with the necessary adaptations.

Subsection 4. Sections 5, 9, 10, 17a, 161 and 190-192 apply to alternative investment fund managers who have registered their home state in Denmark, who are not subject to the obligation to apply for authorization as an alternative investment fund manager, cf. Section 6, subsection 1, and who have not voluntarily chosen to apply for such authorization to manage alternative investment funds (registered alternative investment fund managers). Sections 5, 161 and 190-192 apply to registered alternative investment fund managers who have registered their home state in another country within the European Union or a country with which the Union has concluded an agreement in the financial area, who wish to market alternative investment funds in Denmark.

Subsection 5. Section 5, subsections 3-5 and 7, Sections 17a and 18, Section 67, subsection 4, Sections 155-157, 161, 162, 164, 170, 171, 173-176, 180, 182, 184 and 190-192 apply to alternative investment fund managers who have registered their home state in another country within the European Union or a country with which the Union has concluded an agreement in the financial area, when the manager manages or markets alternative investment funds in Denmark without establishing a branch in Denmark.

Section 2. Notwithstanding Section 1, the Act does not apply to:

1. Holding companies.
2. Alternative investment fund managers who exclusively manage one or more alternative investment funds, if the only investors are the manager, or the manager's parent companies or subsidiaries or other subsidiaries of these parent companies, provided that none of these investors themselves are an alternative investment fund.
3. Work-related pension funds covered by the rules implementing Directive 2003/41/EC of 3 June 2003 on the activities and supervision of institutions for occupational retirement provision, including, where appropriate, the approved entities responsible for the management of such pension funds and acting on their behalf, cf. the rules implementing Article 2, subsection 1, of the relevant directive, or the investment administrators appointed in accordance with the rules implementing Article 19, subsection 1, of the same directive, insofar as they do not manage alternative investment funds.
4. Supranational institutions, similar international organizations and members of European development finance institutions, if such institutions and organizations manage alternative investment funds, and to the extent that these alternative investment funds act in the public interest.
5. Danish Export and Investment Fund and its independent public subsidiary companies.
6. Danmarks Nationalbank.
7. State, regional and municipal authorities or other institutions managing funds to support social security and pension schemes.
8. Employee participation schemes or employee savings schemes.
9. Special purpose securitisation entities.
10. Family-owned investment vehicles.

Chapter 2 Definitions

Section 3. In this Act, the following terms are understood as:

1. Alternative investment fund: A collective investment undertaking or investment compartments thereof, which a) raises capital from a number of investors with a view to investing it in accordance with a defined investment policy for the benefit of these investors and b) is not required to have authorization in accordance with the rules implementing Article 5 of Directive 2009/65/EC of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS).
2. Share: Any ownership interest in the assets of an alternative investment fund.
3. Alternative investment fund manager: A company whose normal business activity consists of the management of one or more alternative investment funds.
4. Branch of an alternative investment fund manager: A place of business which legally constitutes a non-independent part of a manager and which provides the services that the manager has been authorized to provide. All places of business established in the same country within the European Union or a country with which the Union has concluded an agreement in the financial area, by a manager with a registered home state in another country, are considered to be a single branch.
5. Preferred return: A part of the profit from an alternative investment fund that the manager has earned as remuneration for the management of an alternative investment fund, but reduced by the part of the profit from the alternative investment fund that the manager has earned as return on any investment that the manager may have made in the alternative investment fund.
6. Close links: a) A situation where two or more natural or legal persons are connected by capital interests, whereby is meant direct or indirect possession of 20 pct. or more of the voting rights or capital in a company. b) A situation where a natural or legal person has decisive influence over one or more other natural or legal persons, understood as the relationship between a parent company and a subsidiary as referred to in subsections 4-7 or a corresponding relationship between a natural or legal person and a company. A subsidiary of a subsidiary is considered to be a subsidiary of the parent company for these subsidiaries. c) A situation where the same natural or legal person is permanently connected to two or more natural or legal persons by having decisive influence over these.
7. Competent authorities: National authorities in a country within the European Union or a country with which the Union has concluded an agreement in the financial area, which are empowered by law or other regulations to supervise managers.
8. Competent authorities, insofar as a depositary is concerned: a) The competent authorities as defined in Article 4, item 40, of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms, if the depositary is a credit institution that has obtained authorization in accordance with the rules implementing Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and on the prudential supervision of credit institutions and investment firms. b) The competent authorities as defined in Article 4, subsection 1, item 26, of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, if the depositary is an investment firm that has obtained authorization in accordance with the rules implementing Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments. c) The national authorities in the depositary's home country, which are empowered by law or other regulations to supervise such categories of undertakings, if the depositary falls under a category of undertakings as referred to in the rules implementing Article 21, subsection 3, first paragraph, letter c, of Directive 2011/61/EU of 8 June 2011 on alternative investment fund managers. d) The national authorities in the country where the entity has its registered home state, which are empowered by law or other regulations to supervise the entity, or the official body with competence to register or supervise the entity in accordance with the applicable sectoral rules, if the depositary is an entity as referred to in the rules implementing Article 21, subsection 3, third paragraph, of Directive 2011/61/EU of 8 June 2011 on alternative investment fund managers. e) The national authorities in the third country where the depositary has its registered home state, if the depositary is a depositary for an alternative investment fund from a third country in accordance with the rules implementing Article 21, subsection 5, letter b, of Directive 2011/61/EU of 8 June 2011 on alternative investment fund managers, and is not covered by letters a-d.
9. Alternative investment fund from a third country: An alternative investment fund that a) has not obtained authorization or is not registered in a country within the European Union or a country with which the Union has concluded an agreement in the financial area in accordance with applicable national legislation, and b) does not have its registered home state or head office in a country within the European Union or a country with which the Union has concluded an agreement in the financial area.
10. Decisive influence: The power to direct the economic and operational decisions of a subsidiary, cf. subsections 3-7.
11. Capital company: An alternative investment fund established in accordance with Section VIII as a company with one or more investors, a) whose purpose is to generate a return for the company's investors by investing in liquid assets, including currency, or financial instruments covered by Annex 2 of the Act on Fund Brokerage Companies and Investment Services and Activities, b) whose articles of association state that the company is a capital company, and c) which has appointed a manager who is authorized to manage alternative investment funds, who is responsible for managing the capital company.
12. AIF-SIKAV: An alternative investment fund, cf. item 1, established in accordance with the rules in Section VIII as a company with one or more investors, whose articles of association state that the company is an alternative investment fund with variable capital, and which has appointed a manager who is authorized to manage alternative investment funds, and who is responsible for managing the AIF-SIKAV.
13. AIF-securities fund: An alternative investment fund, cf. item 1, which is established by an alternative investment fund manager who is authorized to manage alternative investment funds, and whose fund regulations state that the fund is an AIF-securities fund.
14. Established, insofar as alternative investment funds are concerned: The country where an alternative investment fund has obtained authorization or is registered, or, if the fund has not obtained authorization or is not registered, the country where the fund has its registered home state.
15. Established, insofar as depositaries are concerned: The country where the depositary has its registered home state, or the country where the depositary has a branch.
16. Established, insofar as legal representatives who are legal persons are concerned: The country where the legal representative has registered home state, or the country where the legal representative has a branch.
17. Established, insofar as legal representatives who are natural persons are concerned: The country where the legal representative is domiciled.
18. An alternative investment fund from a country within the European Union or a country with which the Union has concluded an agreement in the financial area: An alternative investment fund that a) has obtained authorization or is registered in a country within the European Union or a country with which the Union has concluded an agreement in the financial area in accordance with applicable national legislation, or b) has not obtained authorization or is not registered in a country within the European Union or a country with which the Union has concluded an agreement in the financial area, but has its registered home state or head office in a country within the European Union or a country with which the Union has concluded an agreement in the financial area.
19. A manager from a country within the European Union or a country with which the Union has concluded an agreement in the financial area: A manager who has its registered home state in a country within the European Union or a country with which the Union has concluded an agreement in the financial area.
20. Feeder fund: An alternative investment fund that a) invests at least 85 pct. of its assets in shares in another alternative investment fund (master fund), b) invests