SWEDEN Law and Practice Contributed by: Björn Wendleby, Rico Benavides, Per Josephson and Stellan Koch, Harvest Advokatbyrå
AIFs structured as, for example, a Swedish lim - ited liability company or a limited partnership must also comply with applicable company law. For a special fund, which falls within the defi - nition of an AIF, relevant parts of the Swedish UCITS Act and the SFSA’s regulation regard - ing Swedish UCITS funds ( värdepappersfonder ) (FFFS 2013:9) apply. There are generally no investment limitations for AIFs. However, there are investment restrictions with regard to Swedish special funds. A Swed - ish special fund must adhere to the following requirements: • the fund’s sole purpose must be to invest in liquid financial assets only (in principle, eligible assets as defined under the UCITS Directive (2009/65/EU), although the SFSA may grant exemptions from the UCITS requirements); • the fund must apply the principle of risk diver - sification; • the fund units are repurchased or redeemed at the unit holder’s request at least once every year; and • the fund must adhere to specific requirements concerning the acquisition of non-listed com - panies and issuers. 2.3.2 Requirements for Non-Local Service Providers In general, there is no registration or regulation requirement for non-local service providers such as administrators, custodians and services pro - viders in Sweden. However, when a Swedish manager outsources portfolio or risk manage - ment, the service provider must be authorised or registered in their home country. Additionally, any service provider domiciled outside the EU must appoint a domestic authorised agent to
whom notifications and service of process can be directed by the respective Swedish authority. An outsourcing partner who provides services falling under MiFID will be subject to a licence requirement under the SFSA regulations. If Swedish regulatory law requires a depositary for a Swedish AIF, the depositary – or at least a branch thereof – must be domiciled in Sweden. 2.3.3 Local Regulatory Requirements for Non- Local Managers EU Managers EU managers are allowed to perform manage - ment services in Sweden under the AIFMD pass - port regime with regard to AIFs. They may also use the AIFMD passport to provide other servic - es and ancillary services (such as MiFID invest - ment advice or discretionary individual portfolio management). EU managers can also apply with the SFSA to manage a Swedish special fund. Non-EU Managers Non-EU managers are currently not allowed to manage AIFs in Sweden. This might change in the future with regard to AIFMs in those coun - tries for which the passporting regime under the AIFMD for third-country managers will eventually become effective. 2.3.4 Regulatory Approval Process The handling time for the application for regula - tory approval is three months, but under spe - cial circumstances the SFSA can extend the processing time by an additional three months. However, it should be noted that the process can be delayed, and applicants should expect a handling time of six to nine months.
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