GERMANY Law and Practice Contributed by: Tarek Mardini, Antonia Puglisi and Enzo Biagi, POELLATH
POELLATH P+P Pöllath + Partners Rechtsanwälte und Steuerberater mbB Potsdamer Platz 5
10785 Berlin Germany
Tel: +49 30 25353 120 Fax: +49 30 25353 999 Email: tarek.mardini@pplaw.com Web: www.pplaw.com
1. General 1.1 General Overview of Jurisdiction
The amendments contained in AIFMD II supplement the existing AIFMD selectively. The key developments under AIFMD II are: • a new regulatory regime for loan origination activi - ties of alternative investment funds (AIFs); • additional substance requirements for fully author - ised managers (ie, two senior AIF managers resi - dent in the EU committed full time); • the introduction of Liquidity Management Tools for open-end AIFs; • the implementation of the ability of an alterna - tive investment fund manager (AIFM) to appoint a depositary outside the home member state of the respective AIF; • the inclusion of delegation and sub-delegation reporting requirements; • the extension of ancillary services, enabling AIFMs to administer benchmarks and credit servicing; and • three additional reporting requirements of AIFs on all fees, charges and expenses. Member states have until 16 April 2026 to transpose the AIFMD II into national law. In August 2024, the German Federal Ministry of Finance published a first draft of the German Act to Strengthen the Fund Mar - ket ( Fondsmarktstärkungsgesetz ). However, due to the early federal elections in February 2025 and the resulting change in government, the legislative pro - posal was not adopted. Under the German principle of legislative discontinuity, any bill that has not been passed within a legislative period must be reintro - duced from scratch. In August 2025, the new gov -
Germany is not a typical funds jurisdiction, such as Luxembourg or the Channel Islands. Nevertheless, Germany has a sizeable alternative funds sector with German-based funds and managers in place, for both direct investment funds as well as fund of funds. Besides domestic fund structures, many fund manag - ers offer cross-border fund structures (eg, a German master fund with non-German feeder funds for certain non-German investors). Some German fund manag - ers also use pure non-German fund structures (mostly based in Luxembourg). As for investors, Germany is a top jurisdiction in Europe with regard to large institutional investors, such as insurance companies, pension funds and pension schemes, banks and credit institutions, as well as family offices and high net worth individuals (HNWIs). 1.2 Key Trends German Implementation of AIFMD II – No Gold Plating Intended The final text of the Directive amending the Alternative Investment Fund Managers Directive (AIFMD) and the Undertakings for the Collective Investment in Trans - ferable Securities Directive (UCITS Directive) – AIFMD II – was published in the Official Journal of the EU on 26 March 2024 and came into force 20 days later on 15 April 2024.
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