As of 16 April 2026, all authorised AIFMD managers as well as UCITS managers will be required to comply with the amendments introduced by AIFMD II. Although AIFMD II long appeared to be some way off, only a few months now remain before AIFMD and UCITS managers must meet the new requirements. In the meantime, not all regulatory measures stemming from AIFMD II have yet been finalised, and many market participants are still seeking clarity on the final requirements. In this news update, we provide an overview of the current state of play regarding AIFMD II.
As AIFMD II is a European directive, it must be transposed into the national legislation of all EU Member States.
In the spring of 2025, a public consultation was held in the Netherlands on the implementation of AIFMD II into the Dutch Financial Supervision Act (Wet op het financieel toezicht – Wft). Only three responses were submitted, including responses from DUFAS and the NVP. Following these responses, the draft bill was amended only to a limited extent and was submitted to the House of Representatives in October 2025. It is expected that the implementing legislation will be finalised and enter into force, at the earliest, in the course of the first quarter of 2026.
Based on the draft bill, it can be concluded that the legislator intends to implement the AIFMD II requirements in a largely policy-neutral manner. That said, the explanatory memorandum provides further clarification on the interpretation of certain new rules. For example, it states that each manager must have at least two directors, each of whom must perform at least 36 hours of work per week for the manager. It is also clarified that managers of investment funds that provide loans to consumers must additionally hold a licence as a consumer credit provider.
Furthermore, from early December 2025 a consultation has been held on amendments to lower-level Dutch regulations, such as the Decree on Market Conduct Supervision of Financial Undertakings (Bgfo). The proposed amendments to this secondary legislation are fairly limited and largely follow directly from the requirements set out in the European directive. It is currently unclear when this secondary legislation will be published in its final form.
Under AIFMD II, the European Commission has been mandated to further specify certain requirements by means of delegated regulations. In particular, these concern more detailed rules on the use of liquidity management tools and requirements applicable to loan-originating investment funds.
For both delegated acts, ESMA has submitted final draft texts which still need to be endorsed by the European Commission. It is expected that the delegated regulation setting out additional requirements for loan-originating investment funds, in particular, will not be finalised in time and may only enter into force in 2027. The other delegated regulation has also not yet been published in final form, although it may enter into force as early as 16 April 2026.
Managers of investment funds and UCITS that use, or will be required to use, liquidity management tools are advised to familiarise themselves with the published technical standards on liquidity management tools, as these contain specific requirements for each type of tool.
In addition, ESMA has issued guidelines providing more detailed insight into the supervisory expectations regarding the implementation of the requirements on liquidity management tools. Managers are strongly advised to take thorough account of these guidelines when designing, implementing and assessing the liquidity management tools they use or intend to use, in order to ensure compliance as of 16 April 2026.
One of the new requirements under AIFMD II is that every authorised manager of investment funds or UCITS must have at least two directors who work on a full-time basis for the manager. As noted above, the Dutch legislator interprets “full time” as a working time of 36 hours per week.
In particular among smaller managers of investment funds investing in illiquid assets such as real estate, it is common for all directors to work substantially fewer than 36 hours per week for the manager and, for example, to be engaged in activities outside the manager for part of their time. The AFM is aware of this practice and already informed market participants of the new requirement in the autumn of 2025. In a news item dated 17 November 2025, the AFM indicated that the tightened requirements may result in managers needing to appoint new day-to-day policymakers or amend existing contractual arrangements. Given the impact, the AFM advised managers to start preparing for these changes in good time.
This news update has provided an overview of the current state of play regarding AIFMD II, several months ahead of the date on which the new requirements will enter into force and managers of investment funds and UCITS will need to comply with them.
Although not all regulatory measures have yet been finalised, many managers have already started working towards compliance with the new requirements in order to be ready in time. For managers whose directors have substantial external activities, the impact of AIFMD II is significant, particularly due to the requirement to have at least two full-time directors. However, the requirements relating to the design and use of liquidity management tools should also not be underestimated, especially as the general requirements set out in the AIFMD and UCITS Directives are further specified in a delegated regulation and in guidelines issued by ESMA.
Should you require further information on this topic or on other matters relating to the AIFMD or UCITS Directive, Projective Group – Risk & Compliance would be pleased to assist you. Please feel free to contact us.
