Fundraising in the EU and the UK: a technical guide
Published on 1st April 2026
International fund managers raising capital face a patchwork of national rules that is growing more complex, with the gap between the UK and EU regimes widening fast
At a glance
The rules governing who can market where, and how, now differ materially across every major European fund jurisdiction.
Pre-marketing is easily triggered in the European Economic Area (EEA), and the consequences of triggering it unintentionally can be significant.
Understanding where raising capital remains possible requires a jurisdiction-by-jurisdiction assessment, not a general assumption, to avoid precluding reverse solicitation.
With the revised Alternative Investment Fund Managers Directive (AIFMD II) coming into force across the EU from 16 April 2026 and the UK developing its own divergent post-Brexit framework, the EU and UK asset management landscapes now look considerably different to how they did five years ago. Fund managers aiming to raise capital from professional investors should be aware of these changes and their significant impact when planning cross-border marketing activities.
Fund managers seeking to raise capital from professional investors across Europe face an increasingly complex regulatory landscape. When the EU's regime for regulating private investment funds was introduced in 2013, it was envisaged that it would evolve into a harmonised regime extending to non-EU fund managers distributing into the EEA. That has not happened. The UK's departure from the EU, combined with subsequent legislative changes, has created substantial and growing differences between the two regime. These differences will widen from April 2026. The overall result is an incoherent patchwork of legislation that participants must navigate.
Osborne Clarke's updated technical guide outlines the current framework for marketing Alternative Investment Funds (AIFs) throughout the EEA, which will be modified by AIFMD II, together with a new pre-marketing regime and the EU's sustainability regime on environmental, social and governance (ESG) matters. The guide considers the impact of Brexit, which has meant that some UK fund managers (those with a full-scope authorisation marketing UK funds) now need to market their funds through individual member states' national private placement regimes in the same manner as they marketed their non-UK funds before Brexit. The guide also addresses the UK's new Consumer Composite Investment regime, which is phasing out the EU-inherited disclosure rules that currently apply when raising capital from retail investors in the UK, but with a broader scope.
The national private placement maze
The Alternative Investment Fund Managers Directive gave member states an option to permit capital raising by third country fund managers, provided certain minimum standards were met. These are known as National Private Placement Regimes, and the rules diverge considerably across member states. Some regimes are relatively light-touch (essentially a register-and-report exercise), while others amount to a complete ban on private placement for non-EEA fund managers. Certain member states require formal authorisation from the local financial services authority before any marketing may begin. The practical consequence is that the time, cost and effort of bringing a fund to market varies enormously depending on the target jurisdictions.
What 'marketing' actually means
In the UK, the term "marketing" has a specific regulatory meaning that differs from its ordinary usage and from how it is widely interpreted in the EU. This has important consequences for fund managers assessing whether their activities trigger notification requirements. The Financial Conduct Authority (FCA) takes the view that documentation provided to investors cannot be in a materially final form unless the fund has been notified for marketing. Communications using draft documents, such as a preliminary private placement memorandum, do not therefore constitute an "offer" or "placement" for regulatory purposes.
In the EU, the concept of "pre-marketing" now bears a distinct legal meaning. It is broadly defined as sharing information or even investment ideas with investors to test their interest before formal marketing commences. Consequently, the new pre-marketing requirements are easily triggered: potentially engaged by an online press release or social media posts about a specific fund. Crucially, once pre-marketing has taken place in a member state, reverse solicitation (where an investor approaches the manager on its own initiative) is precluded in that state for a period of 18 months, even if the investor was unaware of the pre-marketing activity.
The pre-marketing minefield
For non-EEA managers, the position on pre-marketing across EEA member states falls into three broad categories: those that have extended pre-marketing rules to non-EEA managers; those that have yet to provide any formal guidance; and those that have explicitly or impliedly prohibited pre-marketing by non-EEA managers altogether.
The technical guide explores the nuances between jurisdictions.
Reverse solicitation: narrower than it looks
Reverse solicitation is explicitly excluded from the UK marketing rules, meaning no notification to the FCA is required where capital is raised solely on this basis. However, its utility in practice is limited. It is difficult to raise significant capital solely in reliance on reverse solicitation, as a strategy premised on passive receipt of investor approaches is hard to reconcile with active fundraising. In the EU, the constraints are tighter still, given the 18-month lockout following pre-marketing activity.
New disclosure rules in the UK
The UK is replacing the existing, rigidly templated disclosure documents with a new Consumer Composite Investment regime that shifts from prescriptive requirements to a more flexible, principles-based approach. The new rules are rated as high-impact and broad in scope, and will take full effect on 8 June 2027, though an optional transitional period begins on 6 April 2026.
The technical guide explains the circumstances in which fund managers distributing via the UK's national private placement regime may, in some cases, be able to avoid the new Consumer Composite Investment disclosure requirements altogether.
Osborne Clarke comment
The regulatory environment for fund marketing in Europe shows no signs of simplifying.
For managers raising capital across multiple jurisdictions, the interaction between national private placement regimes, pre-marketing and ESG rules and disclosure obligations creates real operational, legal and reputational risk if not handled and supervised carefully. We recommend engaging local counsel at the earliest opportunity, before any communications about a specific fund or investment strategy are made to investors in a new jurisdiction. Getting the sequencing wrong can inadvertently shut down options that cannot easily be reopened.
Our technical guide to fundraising and our Fund Marketing Platform (which offers a jurisdiction-by-jurisdiction feasibility assessment) can help managers with their fundraising strategy.
