SWEDEN Law and Practice Contributed by: Björn Wendleby, Rico Benavides, Per Josephson and Stellan Koch, Harvest Advokatbyrå
Authorisation If the assets of the AIFs exceed the aforemen - tioned thresholds, Swedish AIFMs must apply for authorisation. Compared to the registration process, a licence application requires additional documentation, which is detailed in AIFMA and FFFS 2013:10. An external AIFM can obtain authorisation for discretionary portfolio management. Addition - ally, such a manager can apply for authorisation to provide investment advice under the Swed - ish Securities Market Act and the SFSA’s regula - tions on investment services and activities (FFFS 2017:2), which implement Markets in Financial Instruments Directive (MiFID) II (2014/65/EU). Once the application has been filed and the appli - cation fee (currently SEK378,000) has been paid, the SFSA begins processing the application. The standard processing time is three months, but the SFSA may extend this by an additional three months under special circumstances. However, applicants should anticipate a handling time of six to nine months due to potential delays. 2.1.3 Limited Liability As a main principle, an investor in an AIF is only liable to the amount invested. However, excep - tions may occur based on the legal structure of the AIFM. For example, in relation to an internal AIFM legally structured as a limited partnership, the general partner and investor ( kommandit - delägaren ) is personally responsible for the agreements and debts of the limited partnership. 2.1.4 Disclosure Requirements Disclosure Requirements A disclosure document (prospectus) in accord - ance with the rules in Article 23 of the AIFMD is required if an AIF is to be marketed to profes - sional investors within the EEA.
An AIF structured as, for example, a Swedish limited liability company or a limited partnership must also comply with applicable company law. For a special fund that falls within the definition of an AIF, the Swedish Undertakings for Col - lective Investment in Transferable Securities (UCITS) Act and the SFSA’s regulations regard - ing Swedish collective investment in transferable securities (UCITS) funds (FFFS 2013:9) apply where relevant. 2.1.2 Common Process for Setting Up Investment Funds Registration For a Swedish AIFM, registration with the SFSA is sufficient if the following criteria are met: • the assets of the AIFs, including those acquired through financial leverage, do not exceed EUR100 million; or • the assets of the AIFs do not exceed the equivalent of EUR500 million in Swedish krona, provided that the portfolios consist of AIFs that are unleveraged and have no redemption rights exercisable during for a period of five years following the date of initial investment in each AIF. An application for registration to manage AIFs shall include the following: • information regarding the AIFM, the AIFs and their investment strategies; • the information set out in Article 5 (1) and (2) of Delegated Regulation 231/2013/EU regard - ing AIFMs (Annex IV need not be completed at registration); • information about the investors’ right to redemption; and • a description of how marketing to retail inves - tors is prevented.
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