Sub-threshold AIFM registration, jurisdiction by jurisdiction — Luxembourg · Ireland · UK · Jersey · Guernsey

"We're under the threshold, so AIFMD doesn't apply" is the most expensive half-truth in small-fund structuring. The €100m/€500m carve-out removes the authorisation burden; it does not remove the regulator. Every one of the five domiciles on this page still wants a filing, still wants annual data, and still polices the moment you drift over the line — and each one attaches a different word to the same idea: Luxembourg and Ireland "register" you, the UK splits you into two different kinds of "small", and Jersey and Guernsey — outside the EU looking in — only care about your size on the day you try to market into someone else's market. No regulator publishes the comparison; the law firms cover one domicile each. This page holds all five side by side.

Vocabulary first. A sub-threshold AIFM is a manager under Article 3(2) of the AIFMD: total assets under management either below €100m including any assets acquired through leverage, or below €500m where every portfolio is unleveraged and carries no redemption rights for five years from each investor's initial investment. Registration (Article 3(3)) is the light gateway that replaces authorisation: identify yourself and your AIFs, describe the strategies, and keep reporting. NPPR — national private placement regime — is the country-by-country marketing route that sub-threshold and non-EU managers use because the AIFMD passport is reserved for authorised AIFMs.

The master matrix

The one-line read: the EU pair register you and keep you reporting; the UK gives you two flavours of small and is about to demolish both; the Channel Islands don't care how big you are until you knock on the EU's or the UK's door.

The EU baseline everything hangs off

The thresholds live in Article 3(2) of Directive 2011/61/EU; the registration-and-reporting deal in Article 3(3); the voluntary opt-in to full authorisation (and with it the marketing passport) in Article 3(4). How you calculate AuM is Level 2: Commission Delegated Regulation (EU) No 231/2013, Articles 2–5 — identify every AIF managed (including through entities linked by common management, control or a substantive holding), value assets acquired through leverage at full value, convert derivative positions into the equivalent position in the underlying at absolute value, calculate at least annually and monitor continuously.

AIFMD II — Directive (EU) 2024/927, transposition deadline 16 April 2026 — did not amend Article 3: the thresholds and the registration regime survive unchanged, and the directive's headline loan-origination framework (leverage caps of 175%/300%, the 20% single-borrower limit) is built for full-scope AIFMs. Sub-threshold managers largely watch AIFMD II from the sidelines — but see the Ireland section and the To-verify block before relying on that for a credit fund.

Luxembourg — registration by email, and mind which vehicle you pick

Luxembourg's registered-AIFM regime sits in Article 3 of the Law of 12 July 2013. The mechanics, per the CSSF's registration page: file the registration form and its supporting documents to aifm_registration@cssf.lu (email, exclusively) together with an AML/CFT IFM market-entry form via the eDesk portal — "immediately and in any case within a reasonable delay", which the CSSF defines as a maximum of two months from the start of managing the first AIF. The CSSF acknowledges within 2 working days and makes first contact within 10.

Being registered is not being left alone. The CSSF expects an updated registration form at least once per year (per Article 5 of Delegated Regulation 231/2013), notification "without delay" of changes to the AIFM's name, address, governance, shareholders or managed AIFs, notification within 10 working days when an AIF stops being managed, and the standard threshold-breach machinery: notify when AuM crosses Article 3(2), and if the breach is permanent (beyond three months), apply for authorisation within 30 calendar days. The CSSF's AIFMD FAQ is the working companion for edge cases.

The structuring trap is vehicle choice. The registered-AIFM route pairs naturally with a SIF, a SICAR or an unregulated SCSp/SCS — but a RAIF is unavailable: the RAIF law requires management by an authorised external AIFM, which is exactly what a registered AIFM is not (Law of 23 July 2016 on Legilux — JavaScript-rendered; exact article in the To-verify block). Growing a sub-threshold structure into a RAIF later means changing manager, not just filing a form.

Ireland — a checklist, a portal, and a QIAIF surprise

Ireland transposed AIFMD in the European Union (Alternative Investment Fund Managers) Regulations 2013 (S.I. No. 257 of 2013). Registration runs through the Central Bank's ORION portal; the CBI's own page lists a completed Registered AIFM Checklist plus "all supplementary documentation as required by the application form, including an extract of the AIF offering document and a monitoring and reporting procedure document" — a visibly lighter pack than the authorised-AIFM programme of activity and individual questionnaires. The A&L Goodbody regime note records the CBI's 2020 service standard at 90% of registration applications assessed within 5 business days (dated, but indicative of the order of magnitude: days, not months).

The ongoing deal mirrors Article 3(3): identify yourself and your AIFs, report investment strategies, provide "at regular intervals" the main instruments traded and the principal exposures and concentrations, keep updated reporting to the CBI at least annually, and maintain documented procedures monitoring aggregate AuM against the thresholds — with the 30-day authorisation application on a permanent breach. There are no prescribed substance or resourcing requirements for a registered AIFM, though the CBI retains the power to impose conditions (capped at "no more onerous than an authorised AIFM's").

Two Irish specifics worth the margin note. First, a QIAIF can operate with a registered AIFM — the AIF Rulebook layers additional provisions on such QIAIFs, including that a single depositary must still be appointed under the Irish AIFMD Regulations. Sub-threshold does not mean depositary-free in an Irish regulated fund. Second, the credit angle: Ireland implemented AIFMD II by S.I. No. 181 of 2026 with a revised AIF Rulebook effective 5 May 2026, retiring the standalone L-QIAIF category in favour of the harmonised loan-origination framework. That framework targets authorised AIFMs — but the CBI has flagged further work on its approach to unregulated managers, so a registered AIFM originating loans should treat its exemption as provisional (see To verify).

UK — two kinds of small, both scheduled for demolition

Post-Brexit, the onshored regime (the AIFM Regulations 2013 as amended, plus the FCA Handbook) keeps the AIFMD architecture — including, awkwardly, euro-denominated thresholds: the FCA's sub-threshold notification page still runs on €100m leveraged / €500m unleveraged-closed-ended. The UK then splits sub-threshold managers in two, per the FCA's authorisation-options map:

• Small authorised UK AIFM — a full FSMA-authorised firm with Part 4A permission, running under a reduced version of the FUND/COLL rulebook. The default for an external manager of private funds.
• Small registered UK AIFM — registration without authorisation, available only to three narrow categories: internally managed corporate AIFs, external managers of certain unauthorised property collective investment schemes, and SEF/RVECA (the onshored EuSEF/EuVECA) managers. Everyone else must take the authorised route, however small.

Threshold discipline is where the FCA bites: notify immediately when AuM crosses a threshold; for a temporary breach, confirm at exactly three months whether you are back under; for a permanent breach, submit the notification and a variation-of-permission application within 30 calendar days — and the FCA states plainly that missing the deadlines "may trigger suspension or revocation procedures". Market movements don't count toward the temporary/permanent judgement; anticipated subscriptions, redemptions, drawdowns and distributions do.

Now the demolition notice. HM Treasury's April 2025 consultation proposes abolishing the legislative thresholds and removing the small registered regime entirely, bringing those firms inside the regulatory perimeter, while the FCA's Call for Input sketches a three-tier replacement based on NAV, not leveraged AuM: small firms below £100m NAV, mid-sized £100m–£5bn, large above £5bn. Both closed 9 June 2025; the FCA's rules consultation and HMT's draft statutory instrument were signposted for around mid-2026 and, as at this page's last-verified date, had not yet been published. If you are structuring a UK manager today on the small-registered regime, you are building on land already zoned for redevelopment.

Jersey — size is checked at the border, and there are two Codes now

Jersey is a third country, so a Jersey manager's home licensing (CIF Law, Financial Services Law, or a Jersey Private Fund under COBO) never depended on AIFMD size. The thresholds activate when a Jersey AIF is marketed into the EU/EEA or UK: the fund needs an AIF Certificate under the Alternative Investment Funds (Jersey) Regulations 2012, and the manager either carries full AIF-services-business regulation or — if it manages leveraged assets under €100m or unleveraged closed-ended assets under €500m — gets approved as a "sub-threshold AIFM service provider" under Article 4(1) of the AIF (Jersey) Order 2013. The JFSC's AIFMD FAQ describes the AIF/SUB AIFM application form as carrying no fee.

The payoff is a drastically shortened rulebook. Under the AIF Code of Practice, a full-scope AIFM gets "full application of the Code… no derogation permitted"; a sub-threshold AIFM answers only to a named handful of provisions — in substance the Article 3(3) deal: identify yourself and your AIFs to the JFSC, describe the strategies, report the main instruments and concentrations, and "notify the JFSC in writing promptly" if the threshold conditions are lost. No depositary requirement attaches through the sub-threshold route, and for a Jersey Private Fund with a sub-threshold AIFM only these minimal AIF Code requirements apply on top of the JPF Guide.

The 2026 wrinkle: Jersey has split its rulebook to track EU/UK divergence. From 16 April 2026 the existing (1 January 2021) AIF Code "only applies to the UK-focused regime", while a new AIF Code transposing AIFMD II governs the EU/EEA regime from the same date — same sub-threshold philosophy, but full-scope managers marketing under EU NPPRs pick up the expanded AIFMD II disclosure set. One manager marketing into both London and Luxembourg now reads two Codes.

Guernsey — sub-threshold means the marketing rules simply don't apply

Guernsey's domestic fund regimes — authorised funds, registered funds and the Private Investment Fund, all under the Protection of Investors Law — carry no AIFMD size test. AIFMD status is checked only at the EU border, and Guernsey has made the sub-threshold consequence unusually explicit. Per the GFSC's AIFMD regime page: a full-scope Guernsey AIFM (or self-managed AIF) marketing into the EEA must notify the Commission on Form AIFM within 14 calendar days of commencing marketing and comply with the AIFMD (Marketing) Rules 2021 — but "the AIFMD (Marketing) Rules, 2021 do not apply to sub threshold AIFMs as reflected in Article 3 of the Alternative Investment Fund Managers Directive."

Read that carefully for what it does not say. The GFSC steps back; the host state does not. A sub-threshold Guernsey manager marketing into an EU member state still faces that state's NPPR conditions in full — and member states are free to impose Article 42-style transparency (annual report, pre-investment disclosure, regulatory reporting) or to shut sub-threshold non-EU managers out entirely; the exemption you enjoy at home does not travel. For the UK, the route is the small third-country AIFM notification under regulation 58 of the UK AIFM Regulations via the FCA's Connect system — notification, then market; and per the FCA's NPPR page, regulation 58 uniquely requires no supervisory co-operation arrangements, unlike the full-scope regulation 59 route. Managers wanting EU-facing credibility above the threshold can opt in to Guernsey's AIFMD-equivalent rules (Form GAIFM/DAIFM), but for a typical sub-threshold PIF structure the practical burden is set almost entirely by the target countries, not by Guernsey.

The traps

1. The threshold is an exposure test wearing a NAV costume. Under Delegated Regulation 231/2013, Arts 2–5, you count assets acquired through leverage at full value, convert every derivative into its underlying-equivalent at absolute value, and aggregate across every AIF managed directly or indirectly through linked entities (common management, control, substantive cross-holding). A "€60m fund" running 2× leverage is a €120m AuM manager. And the €500m limb needs both conditions — unleveraged and a five-year redemption lock: a subscription-line facility at fund level can constitute leverage and silently swap your ceiling from €500m to €100m.

2. Sub-threshold is a status you must keep proving. AuM is calculated at least annually and monitored continuously, with documented procedures (the CBI and CSSF both ask to see them at registration). Cross the line temporarily and a three-month clock starts; cross it permanently and every jurisdiction here gives you 30 calendar days to file for full authorisation — the FCA adds that blowing the deadline can end in suspension or revocation. The UK's euro-denominated thresholds add FX drift: a sterling book can breach on currency movement alone.

3. "Registered" never means "silent". Luxembourg wants the registration form refreshed annually plus change notifications without delay; Ireland wants instruments, exposures and concentrations at least annually; the UK wants threshold notifications immediately; Jersey's Code demands prompt written notice when the conditions are lost. The cheapest supervisory finding in this space is the sub-threshold manager who registered once in 2022 and never wrote again.

4. No passport — and your host state doesn't have to honour your exemption. Sub-threshold managers market country by country under each NPPR (or rely on reverse solicitation, which is a defence, not a strategy). A sub-threshold EU manager can reach for the EuVECA/EuSEF opt-in — a pan-EU passport without full authorisation, if the strategy fits. A sub-threshold Channel Islands manager gets whatever each member state's national regime says, which ranges from lighter-than-Article-42 to no-entry.

5. Vehicle locks decide more than the thresholds do. A Luxembourg RAIF requires an authorised AIFM — full stop. An Irish QIAIF accepts a registered AIFM but drags a depositary in with it. Plan the vehicle and the manager status together, or your upgrade path is a manager substitution.

6. The UK regime you register under today is not the regime you'll report under in two years. Small registered is proposed for abolition, the thresholds move from leveraged AuM to NAV, and the FCA's detailed rules were still unpublished as at this page's date. Anything UK you structure now needs a migration assumption written into the plan.

The practical gotcha: the five regimes disagree most, not on the thresholds — those are copied from the same directive — but on where the obligation lives once you're small. In Luxembourg and Ireland it lives with the home regulator (keep filing); in Jersey and Guernsey it lives with the countries you market into (keep checking each NPPR); in the UK it currently lives in both places and is about to move. The failure mode is always the same: a manager who checked the box in year one and assumed the box stayed checked.