AIFMD II Checklist: Staying Passport-Ready for 2026 Marketing Rules

The Regulatory Horizon: Why AIFMD II Demands Immediate Attention

For European private-market managers, the approaching implementation of AIFMD II represents a fundamental shift—not just in compliance architecture, but in strategic positioning. The revised directive, due to take effect in 2026, redefines key parameters around cross-border marketing, delegation, data reporting, and LP protections. Crucially, AIFMD II elevates regulatory harmonisation while closing loopholes previously leveraged by firms operating through national private-placement regimes (NPPRs). For firms targeting pan-European distribution, especially those relying on the marketing passport under Article 32, this means earlier and deeper engagement with new standards. Ignoring the framework’s upcoming impact risks delaying fund launches and alienating institutional allocators already benchmarking against AIFMD II readiness.

The rule changes come amid rising investor scrutiny and escalating geopolitical tension around financial stability, increasing the cost of perceived non-compliance. Market signals suggest that institutional LPs are now asking fund sponsors explicitly whether they will meet AIFMD II’s delegation and substance thresholds. As such, preparedness now acts not only as a regulatory checkbox but as a litmus test of operational maturity. For CatalyX and its ecosystem of feeder platforms, structured vehicles, and capital-introduction partnerships, being passport-ready means moving beyond reactive compliance into strategic enablement. In this guide, we map the rule changes, detail their portfolio implications, and provide template-ready language to support investor disclosures.

Delegation, Substance and Control: Reframing the Manager Model

One of the most high-profile updates under AIFMD II concerns delegation—specifically, the conditions under which AIFMs can delegate portfolio or risk management to third parties. While delegation remains permitted, ESMA has signalled tighter scrutiny over delegation chains, with a focus on ensuring that substantive decision-making remains within the EU. The new rules compel firms to prove that the “heart and mind” of the fund sits within the EU AIFM entity—not simply outsourced to London, New York or Singapore. This has major implications for firms relying on reverse solicitation or light-touch domiciliation.

In practice, AIFMs will need to demonstrate real substance, including local senior management, decision committees, and infrastructure. The requirement also aligns with broader themes in global regulation, from the SEC’s enhanced Form PF requirements to MAS’s revised VCC guidelines. For CatalyX, which operates under a Luxembourg RAIF umbrella with full-scope AIFM oversight, the structure already satisfies the majority of substance prerequisites. However, ongoing documentation—such as minutes from investment committees, risk thresholds, and audit trails—will need to be captured in a new compliance workflow. Firms unable to pivot to this new operating standard may face marketing restrictions or fund delays.

Distribution and Pre-Marketing: New Disclosure Imperatives

AIFMD II introduces more structured guidelines around pre-marketing, especially as it relates to reverse solicitation and feeder structures. Fund managers will now be required to notify regulators before beginning pre-marketing activities and to document the nature of those engagements. This change is aimed at curbing regulatory arbitrage whereby firms distribute under the guise of LP-led interest. As a result, marketing teams must now integrate legal sign-offs and timestamped contact logs into CRM systems.

Crucially, disclosures made during the pre-marketing phase must align precisely with those in the full PPM and LPAs, creating a chain of custody around claims and forecasts. Misalignment will trigger clawbacks or sanction risk—issues that have already emerged in cross-border AIF reviews. For CatalyX and its fund-access channels, this means harmonising messaging across investor decks, teaser summaries, and onboarding flows. A template disclosure checklist—available in this report—maps the new required fields and legal caveats by jurisdiction. Deploying this toolkit today gives GPs an 18-month runway to de-risk pre-marketing missteps.

Reporting, Data and ESG: From Volume to Precision

The post-2026 era will demand a step-change in how data is structured, reported and audited. Under AIFMD II, quarterly reporting becomes more standardised, with new Annex IV templates expanding required fields and formats. ESG data, once a soft signal, now becomes a hard field—requiring quantitative metrics on GHG emissions, gender balance, and adverse impact assessments. Data granularity will be reviewed by regulators not only for completeness, but for materiality—meaning that greenwashing will be easier to detect and penalise.

Private-market firms must prepare for a dual burden: more frequent reporting and more rigorous validation. This may necessitate dedicated ESG officers, automated tagging systems for portfolio KPIs, and third-party assurance over headline metrics. CatalyX is already implementing machine-readable reporting layers across its dashboard and onboarding portals, setting a benchmark for digital-first compliance. The guide provides downloadable templates and API schemas for aligning fund data with the new Annex IV structures. LPs are likely to reward such readiness with deeper commitments and longer-term capital.

Next Steps: Templates, Timelines and Institutional Credibility

Being AIFMD II ready is no longer optional. In this closing section, we detail a practical, sequenced checklist of tasks GPs should complete by quarter to stay ahead of 2026 enforcement. These include updating fund documentation, reviewing delegation agreements, integrating ESG data-collection systems, and ensuring investor disclosures match new Article 23 guidelines. We also include downloadable templates for compliance logs, CRM tracking statements, and regulator notification forms.

The benefits of compliance go beyond checkboxes. Institutional allocators increasingly screen for AIFMD II readiness as a gating criterion for new mandates, and delay penalties for non-compliance may exceed lost capital in brand damage. CatalyX views its passport-ready status not just as a legal minimum but as a competitive moat. By leading with proactive alignment, firms signal durability, scale-readiness, and fiduciary excellence—traits that matter in today’s allocator landscape. This whitepaper provides a springboard for operationalising that posture.