An alternative investment fund manager (AIFM) is the company that manages funds other than retail UCITS funds — private equity, venture capital, real estate, private debt and similar funds. In Estonia fund managers are authorised and supervised by the Financial Supervision Authority (Finantsinspektsioon) under the Investment Funds Act (investeerimisfondide seadus, IFS), which transposes the EU Alternative Investment Fund Managers Directive 2011/61/EU (AIFMD). This guide explains when a full AIFM authorisation is needed, what the authority looks at, how much capital the manager must hold, what the application costs in state fees, and how we work on such a project. Our prices are on the fund licensing page.
Figures link to the official texts: the Investment Funds Act and the Financial Supervision Authority Act in Riigi Teataja, and the directive in EUR-Lex. The guide is general information, not legal advice.
Full manager or small manager
Estonian law has two tiers of alternative fund manager. A small fund manager (väikefondi valitseja) manages alternative funds whose assets in total do not exceed 100 million euros, including assets acquired through leverage, or 500 million euros where the funds are unleveraged and investors have no redemption rights for five years after their initial investment (IFS § 3; AIFMD Article 3(2)). A small fund manager may register its activity or apply for a small fund manager licence. A manager above those thresholds needs the full fund manager authorisation — what the market calls a "full AIFM licence".
A manager below the thresholds may still choose the full authorisation. The reason is usually marketing: the full authorisation carries the rights of an authorised EU manager under the directive, including marketing to professional investors in other Member States, which a registered small manager does not have. Our guide on small AIFM versus full AIFM compares the two routes side by side.
Legal form and capital
An Estonian fund manager may operate only as a public limited company (aktsiaselts) or a European company (IFS § 333(1)). When it is founded as a new company, its share capital must be at least 125,000 euros; for an existing company, its initial capital must be equivalent to at least 125,000 euros (§ 333(2)–(3)). On top of that, the manager must meet ongoing own-funds requirements (§ 334).
At EU level, the directive requires an externally appointed AIFM to have initial capital of at least 125,000 euros and an internally managed AIF — a fund that manages itself without an external manager — at least 300,000 euros. Where the value of the portfolios under management exceeds 250 million euros, the manager must provide additional own funds equal to 0.02 % of the amount above 250 million euros, up to a combined total of 10 million euros (AIFMD Article 9(1)–(3)). The manager must also cover professional liability risks, either with additional own funds or with professional indemnity insurance (Article 9(7)).
The capital belongs to the manager. It is not a fee and not part of our price.
What the authority assesses
The Financial Supervision Authority looks at the manager as an organisation that will be trusted with investors' money. The application therefore covers, in substance:
- The people. Members of the management and supervisory boards and the persons who effectively conduct the business must be of good repute and have sufficient knowledge and experience. Qualifying shareholders must be suitable.
- The funds. The strategies, the types of fund, the use of leverage, the countries where the funds are established and where they will be marketed.
- The organisation. Governance, internal rules, conflicts of interest, remuneration policy, compliance, internal audit and the arrangements for any delegation of functions.
- Risk and liquidity management. A permanent risk management function separated from the portfolio management function, and liquidity management systems suited to each fund's redemption policy.
- Valuation. Proper and independent valuation of the funds' assets.
- The depositary. For each fund it manages, the AIFM must ensure that a single depositary is appointed under a written contract (AIFMD Article 21).
- Capital and finances. Proof of paid-in capital and a financial plan showing that the manager can meet its own-funds requirements.
Depositary and delegation are the two areas where Estonian applications most often need extra rounds: the depositary must be identified and willing before the funds launch, and any delegation of portfolio or risk management to another firm must be justified and supervised by the manager. Our guide on fund depositary requirements covers the first.
State fees
The Financial Supervision Authority charges a procedural fee for the application for a fund manager's activity licence: 3,000 euros in the wording of the Financial Supervision Authority Act in force on 29 September 2026 (§ 45³(2), Riigi Teataja). Applying for an additional licence or extending the services under an existing licence costs 1,500 euros (§ 45⁴), and approval of changes to a fund's rules costs 200 euros (§ 45⁷(2)). After authorisation the manager pays annual supervision fees. Our guide to state fees and capital for EU licences lists these figures next to the fees for other licences.
What our fee covers
Our full AIFM authorisation line on the fund licensing page covers the preparation and management of the application: the business plan and programme of activity, the governance and internal rules, the policies required of a fund manager, the fit-and-proper documentation, the coordination with the planned depositary and auditor, and the correspondence with the Financial Supervision Authority until it decides. Fund-level documents — the prospectus or offering document, the investor onboarding pack, the fund management set-up and the risk and liquidity policy — are separate add-ons, because their scope depends on how many funds you launch and how they are structured.
Our fee is not the price of a licence. The authorisation is granted by the Financial Supervision Authority, which may ask for further information or refuse the application. We cannot promise the outcome or its timing. State and supervisory fees, regulatory capital and third-party costs such as the depositary's and auditor's fees are separate.
Fund manager and fund structure
It helps to keep two things apart. The manager is the regulated company. The fund is the vehicle investors invest in — in Estonia typically a contractual fund, a public limited company fund or a limited partnership fund (usaldusfond). Setting up a fund vehicle is corporate work; authorising the manager is regulatory work. On our licensed companies page, "Fund structure — corporate set-up" covers only the first. Our fund structure guide describes the vehicles.
Stages of a full AIFM project
- Structure. Decide the manager's legal form (a public limited company), the funds it will manage, their legal form and domicile, and whether any function — portfolio management, risk management, administration — will be delegated.
- People. Appoint management board members and, where required, a supervisory board with the knowledge, experience and reputation the authority expects, and identify the persons responsible for risk management, compliance and internal audit.
- Documents. Prepare the programme of activity, the internal rules and policies, the remuneration policy, the valuation policy, the risk and liquidity management framework and the fund documents.
- Counterparties. Agree the depositary, the auditor and any delegates in principle, so that their names and contracts can go into the file.
- Capital. Pay in the share capital and prepare the financial plan.
- Application and questions. Submit the application and answer the authority's questions until it decides.
The order matters. Applications that are sent before the depositary and the key people are in place usually come back with questions that could have been avoided.
Common reasons for delay
- Key persons without verifiable experience in managing the type of assets the funds will hold.
- Delegation arrangements that leave the manager as a letterbox, with the real decisions taken elsewhere.
- A risk management function that is not separated from portfolio management, as Article 15 of the directive requires.
- Valuation procedures that are not independent of the portfolio managers.
- A business plan whose revenue does not cover the costs of the compliance, risk and reporting functions.
Frequently asked questions
How much capital does an Estonian fund manager need?
A fund manager founded as a new company needs share capital of at least 125,000 euros (IFS § 333), plus additional own funds when the portfolios exceed 250 million euros under Article 9 of the directive. An internally managed AIF needs at least 300,000 euros under the directive.
Which legal form must an Estonian fund manager have?
A public limited company (aktsiaselts) or a European company, under IFS § 333(1).
Does a full AIFM need a depositary?
Yes. Under Article 21 of the directive the manager must ensure that a single depositary is appointed for each fund it manages, under a written contract.
What is the state fee for an AIFM application?
3,000 euros for a fund manager's activity licence under § 45³(2) of the Financial Supervision Authority Act, in the wording in force on 29 September 2026.
Can you guarantee the authorisation?
No. The Financial Supervision Authority decides. We prepare the application and manage the process, but the outcome and the timing are the authority's.