FRANCE Law and Practice Contributed by: Rima Maitrehenry, Fabrice Rymarz, Charles-Xavier Vincenti and Stein Mpassi Loufouma, Racine
ject to the same restrictions as the per se AIFs; however, they must comply with all regulations applicable to marketing (especially when pro - posed to retail investors), pre-contractual sus - tainability disclosures and, more generally, all rules set forth in the AIFMD. Per se AIFs can be structured in: • an unincorporated (or contractual) form (such as a fonds commun de placement ), without legal personality; or • a corporate form (with fixed or variable capi - tal), with a legal personality. Other AIFs may have any legal form recognised under French law. Per se AIFs (whether in an unincorporated or in a corporate form) issue shares and units. Other AIFs may issue all interests that could be issued depending on their legal form. Traditionally, the following investment strategies correspond to per se AIFs. Generic alternative strategies are deployed through fonds d’investissement à vocation géné - rale (FIVG), which could be set up in a form dedi - cated to professional investors or retail inves - tors. Real estate strategies are generally deployed through the organisme de placement collectif immobilier (OPCI) and société civile de place- ment immobilier (SCPI), both of which could be set up in a form dedicated to professional inves - tors or retail investors. Private debt strategies are generally deployed through the organismes de titrisation (OT, dedi - cated to retail investors) or the organismes de
financement spécialisés (OFS, dedicated to pro - fessional investors). Private equity strategies dedicated to retail investors are generally deployed through the fonds de capital investissement , comprising: • fonds commun de placement à risque (FCPR); • fonds commun de placement dans l’innovation (FCPI); and • fonds d’investissement de proximité (FIP). Alternatively, when dedicated to professional investors, they are deployed through the follow - ing legal forms: • fonds professional de capital investissement (FPCI); • fonds professionnel spécialisé (FPS); and • société de libre partenariat (SLP) and société de libre partenariat spéciale (SLPS), which are specific legal forms of FPS. Other AIFs could be used to deploy any invest - ment strategy. Per se AIFs must be managed by regulated portfolio management companies authorised to operate in France (even if their assets are below the AIFMD thresholds of EUR500 million for unleveraged funds and EUR100 million for leveraged funds). Other AIFs could be operated by unregulated managers under limited circum - stances if they are below the above-mentioned thresholds and if they are exclusively proposed to professional clients as defined under MiFID Annex II. Lastly, under Regulation (EU) 2015/760 (ELTIF) as amended by Regulation (EU) 2023/606, only certain legal form of French AIFs could benefit
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