FRANCE Law and Practice Contributed by: Rima Maitrehenry, Fabrice Rymarz, Charles-Xavier Vincenti and Stein Mpassi Loufouma, Racine
from the ELTIF label. These legal forms include the FPS, SLP and OFS. Choosing the appropriate French AIFs from among the different available legal forms depends on a variety of factors, including: • investment strategy; • investment restrictions; • flexibility of certain vehicles; • taxation; • benefit of a marketing or management pass - port; and • types of investors. 2.1.2 Common Process for Setting Up Investment Funds The setting-up of most French AIFs requires prior authorisation from the AMF, both for their creation and marketing. Subsequent changes to these funds may require either prior approval or immediate notification to the AMF, depending on the types of these changes. Interaction with the AMF is done through the ROSA platform, man - aged by the AMF and to which each fund man - ager authorised to operate in France has access. The approval process for French AIFs depends on the type of fund; however, despite product- specific nuances the overall procedure remains largely uniform across products. AIFs open to retail investors are subject to more scrutiny from the AMF than those AIFs dedicated to profes - sional investors. While analysing the application of each AIF dedi - cated to professional investors, the AMF tends to be consistent with its internal doctrine. How - ever, private equity funds dedicated to profes - sional investors (FPCI, FPS, SLP, OFS and Other AIFs) could be set up without the prior authori - sation of the AMF (other than for marketing
purposes). They must only be notified ahead of their proposed marketing and then declared to the AMF within one month of their closing. This allows greater flexibility in defining contractual terms with investors and pursuing a fundraising process. The other types of funds dedicated to profes - sional investors and those dedicated to retail investors require, for their setting-up, the prior approval of the AMF (in addition to the marketing authorisation). At a minimum, the application form to the AMF for private equity funds dedicated to profes - sional and retail investors (FPCI, FPS, SLP, OFS, FCPR, OPCI, OPPCI and Other AIFs) includes the following documents: • the AIF’s legal documentation (prospectus, by-laws, articles of incorporation, etc); • the Key Information Document (KID) prepared under the PRIIPS Regulation (EU 1286/2014) for funds marketed to retail investors; • the disclosure forms required by the AIFMD; • if the AIF manager (AIFM) does not intend to market the AIF to retail clients, the measures taken to prevent the units or shares of the AIF from being marketed to retail clients; and • acceptance letters from service providers (eg, depositary, statutory auditor) that are either transmitted to the AMF with the other docu - ments listed above (applicable for FPCI, FPS, SLP, OFS and Other AIFs) or made available to the AMF but not transmitted (applicable for FCPR, OPCI and OPPCI). Funds that are subject to the AMF’s prior approv - al must, in addition to the foregoing list, provide the AMF with other documents, whose type and content depends on their respective legal form. More generally, the AMF could ask for any infor -
145 CHAMBERS.COM
Powered by FlippingBook