Licensed by the Estonian FIU · FIU000117Registry code 12233761Operating since 2014Punane 6, Tallinn 13619

info@micaconsult.com+372 5089565

EN · ET · RU · DE · PL · FI · UA · FR · NL · SV · PT · DA · NO · CS · LV · LT · IT · ES · TR · MX · 繁中 · 简中 · AR · BG · RO

English

EnglishEestiРусскийDeutschPolskiSuomiУкраїнськаFrançaisNederlandsSvenskaPortuguêsDanskNorskČeštinaLatviešuLietuviųItalianoEspañolTürkçeEspañol (México)繁體中文简体中文العربيةБългарскиRomână

LexorCorp Global Order

Guide

Full AIFM authorisation in Estonia

A company managing private equity, venture capital, real estate, private debt or other alternative investment funds above the small-manager thresholds needs an activity licence from Finantsinspektsioon (the Estonian Financial Supervision Authority). This page sets out the law, the requirements, the documents, the fee and the statutory time limit.

LexorCorp Global OÜ · published 11 November 2026

This page in other languages

Eesti

In short

A company managing private equity, venture capital, real estate, private debt or other alternative investment funds above the small-manager thresholds needs an activity licence from Finantsinspektsioon (the Estonian Financial Supervision Authority). This page sets out the law, the requirements, the documents, the fee and the statutory time limit. An alternative investment fund (AIF) is a collective investment undertaking that raises capital from a number of investors to invest it under a defined investment policy for their benefit, and that does not need authorisation as a UCITS fund under Directive 2009/65/EC 1 .

Order the application documents: Order

A company managing private equity, venture capital, real estate, private debt or other alternative investment funds above the small-manager thresholds needs an activity licence from Finantsinspektsioon (the Estonian Financial Supervision Authority). This page sets out the law, the requirements, the documents, the fee and the statutory time limit.

Information as of 11 November 2026. Every numbered statement of this page was checked in the official text named below and re-checked by a second reviewer on 2026-11-11. The page is general information, not legal advice; the authority decides on every application.

What the activity is

An alternative investment fund (AIF) is a collective investment undertaking that raises capital from a number of investors to invest it under a defined investment policy for their benefit, and that does not need authorisation as a UCITS fund under Directive 2009/65/EC1. An alternative investment fund manager (AIFM) is a legal person whose regular business is managing one or more AIFs2.

Under the Estonian Investment Funds Act (investeerimisfondide seadus, IFS), managing an alternative fund consists at least of investing the fund's assets and managing the risks of that investment. The manager may also administer and market the fund and manage the assets it invests in, such as real estate3. It may also apply to provide some investment services, such as portfolio management4.

Not covered: holding companies, central banks, the state and local authorities, employee participation schemes, certain securitisation vehicles, and managers of funds whose only investors are the manager's own group companies (none of them a fund)5. A structure set up to manage a family's own assets is not treated as a fund manager6.

The legal act and the authority

  • Investment Funds Act (investeerimisfondide seadus, IFS), redaction in force from 21 July 2026. Part 5 governs fund managers established in Estonia7.
  • Directive 2011/61/EU on Alternative Investment Fund Managers (AIFMD) and Commission Delegated Regulation (EU) No 231/2013: under the IFS, an alternative fund manager is a manager licensed in line with the requirements of both8.
  • Finantsinspektsiooni seadus (Financial Supervision Authority Act, FIS) for fees45.

The competent authority is Finantsinspektsioon. It publishes the decision to grant, change or revoke a fund manager's licence on its website no later than the working day after the decision9. Licensed managers appear in Finantsinspektsioon's list of supervised entities under "Investment market – Fund management companies – Licensed fund management companies"10. The authorisation is valid in all EU Member States11.

Who must apply

To act as a fund manager a person needs an activity licence or must register its activity with Finantsinspektsioon12. The dividing line is the small fund manager (väikefondi valitseja): a manager whose alternative funds, directly or through linked companies, have total assets of no more than EUR 100 million including assets acquired through leverage, or no more than EUR 500 million where the funds are unleveraged and investors have no redemption rights for five years after each initial investment13.

A full licence is needed in these cases:

  • the manager's assets under management exceed those thresholds; it must then file a licence application within 30 calendar days of crossing the threshold14;
  • the manager wants to use all rights under Directive 2011/61/EU, even if it is below the thresholds15;
  • a small fund manager that manages a public limited company fund or a contractual fund must also hold a licence, but the small-fund-manager rules apply to that licence, not the full AIFM regime16.

A small fund manager that does not apply for a licence registers its activity instead17.

Requirements for the applicant

Legal form and capital. The manager may operate only as a public limited company (aktsiaselts) or a European company. A newly founded manager needs share capital of at least EUR 125,000; for an existing company, initial capital equivalent to at least EUR 125,00018. Own funds must at all times be at least equal to each of: the minimum initial capital; that capital plus 0.02% of the amount by which the assets of the funds it manages, including funds whose management it has delegated, exceed EUR 250 million; and 25% of fixed overheads. Own funds need not exceed EUR 10 million19. The AIFM must also cover professional negligence risk with liability insurance or additional own funds, and invest the required own funds only in liquid assets20.

Management body. The management board has at least two members21. Managers must have the knowledge, experience, education, professional suitability and impeccable business reputation needed; persons with an undeleted conviction for an economic, official, property or public-trust offence are excluded, among others22. The directive also requires that the business be decided by at least two natural persons who work full-time for the AIFM and are domiciled in the EU23. Persons acquiring or holding a qualifying holding must have an impeccable business reputation and a sufficiently sound financial position24.

Seat. The registered office and place of business of a manager of an Estonian fund must be in Estonia25.

Internal control and key functions. The internal control system includes the compliance, risk control and internal audit functions26. The management board appoints a person responsible for compliance and a head of risk control, each under a written contract27. Risk control must be organisationally independent and separate from the manager's other activities, including investment of the fund's assets, unless the manager shows this is not proportionate and safeguards against conflicts of interest are in place28. The supervisory board appoints an internal auditor where an internal audit function is required29. A manager using leverage sets a maximum leverage level for each AIF; for leveraged AIFs whose units are redeemable at the investor's request it runs liquidity risk procedures, and it stress-tests fund liquidity30.

Internal rules, AML/CFT and IT. The internal rules must cover, among others, ICT security under Regulation (EU) 2022/2554 (DORA), conflicts of interest, remuneration, delegation, valuation, and rules for international sanctions and the Money Laundering and Terrorist Financing Prevention Act (RahaPTS)31. A fund manager is a financial institution under RahaPTS32, so it must prepare an AML/CFT risk assessment33, adopt procedural rules and internal control rules34, and appoint a contact person for the Financial Intelligence Unit (Rahapesu Andmebüroo)35.

Depositary. Every fund managed by a licensed alternative fund manager must have a depositary36. It is a credit institution or investment firm; for certain closed-ended non-public AIFs, another professionally registered legal person may act37.

Delegation. Functions may be delegated only under a written contract and if, among other conditions, the manager keeps managing the fund and the delegate is qualified and reputable38.

Documents filed with the application

The management board members file a written application39. Since 18 March 2026 applications go through Finantsinspektsioon's application portal40. The IFS lists the documents41:

  • Corporate: articles of association; for a new company the foundation agreement or decision and proof of paid-in share capital; for an existing company documents showing own funds with an auditor's report; the address of the head office or registered office.
  • Business and finance: a business plan for at least three years, covering structure, capital, forecasts, funds, investment policies, fees and fixed overheads42; an opening balance sheet and an overview of income and expenses, or for an existing company the balance sheet and profit and loss account as at the end of the month before the application and, if any, the annual reports for the last three financial years.
  • Rules: the internal rules or their drafts.
  • People and owners: data on the managers and any internal auditor (education, career, responsibilities, reliability); the auditor; the shareholders; qualifying holders; companies in which the applicant or a manager holds over 20% or which it controls.
  • AIF-specific: the remuneration principles and, for each AIF, the fund rules or instrument of incorporation, investment strategy and leverage, the depositary or steps to appoint one, and investor information43.

Foreign criminal record certificates may be no older than three months44.

State fee and processing time

The state procedural fee for a fund manager's activity licence application is EUR 3,00045. After authorisation the manager pays an annual supervision fee with a capital part and a volume part46.

Under the Act, Finantsinspektsioon decides within two months of receiving all required information and documents, and no later than six months after a compliant application is filed47. It may ask for missing or further information within a time limit it sets, leave a seriously deficient application unexamined, or restart the time limit after a material change48. These are the law's limits, not a promised date. The manager may start managing a non-public AIF after licensing, but not earlier than one month after all AIF documents have been filed49.

What LexorCorp Global OÜ does and how to order

LexorCorp Global OÜ prepares the application documents and manages the procedure until the decision. Two service rows apply50:

  • Full EU AIFM authorisation — application preparation and management (from €69,500): the application, programme of operations, required policies, depositary and delegation arrangements, and handling of the authority's questions.
  • Package E — fully authorised AIFM and investment fund (€98,500): the AIFM authorisation work plus the fund structure and documents, offering document, investor onboarding and AML/KYC documents, and coordination of the depositary agreement. You pay 50% of the fee when you order and the other 50% after the first complete version of the documentation is ready and before the final package is delivered51.

The client provides the capital, suitable people and the source information, signs and answers the authority's questions. The fees exclude state fees, regulatory capital, depositary and audit fees, and independent legal and audit services and other third-party costs. LexorCorp Global does not give legal, tax or audit advice. Finantsinspektsioon grants or refuses the authorisation, and no service provider can promise the licence or a date. LexorCorp Global's own FIU licence FIU000117 covers its trust and company services and does not authorise the client52.

Order: order form.

Sources

  1. Directive 2011/61/EU Art. 4(1)(a) — text in force from 16.04.2026 (consolidated version 02011L0061-20260416)
  2. Directive 2011/61/EU Art. 4(1)(b) — text in force from 16.04.2026 (consolidated version 02011L0061-20260416)
  3. IFS § 305(3) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  4. IFS § 307(1) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  5. IFS § 3(7) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  6. IFS § 3(8) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  7. IFS § 304(1) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  8. IFS § 3(5) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  9. IFS § 308(1) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  10. Finantsinspektsioon, Supervised Entities — text in force from page read 10.11.2026
  11. Directive 2011/61/EU Art. 8(1), last subparagraph — text in force from 16.04.2026 (consolidated version 02011L0061-20260416)
  12. IFS § 3(2) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  13. IFS § 3(6); Directive 2011/61/EU Art. 3(2) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  14. IFS § 306(10) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  15. IFS § 306(4) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  16. IFS § 306(2) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  17. IFS § 306(3) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  18. IFS § 333(1)–(3); Directive 2011/61/EU Art. 9(2) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  19. IFS § 334(3)–(4) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  20. IFS § 336(1)–(2) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  21. IFS § 342(1) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  22. IFS § 310(3)–(4) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  23. Directive 2011/61/EU Art. 8(1)(c) as amended by Directive (EU) 2024/927 — text in force from 16.04.2026 (consolidated version 02011L0061-20260416)
  24. IFS § 322 points 1 and 3 — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  25. IFS § 304(2) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  26. IFS § 347(3) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  27. IFS § 348(2); § 350(2) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  28. IFS § 350(4)–(5) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  29. IFS § 349(1)–(2) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  30. IFS § 361(4)–(6) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  31. IFS § 344(3) points 3, 5, 6, 7, 11, 15 — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  32. RahaPTS § 6(2)(6); § 2(1)(2) — text in force from 21.07.2026 (RT I, 11.07.2026, 93)
  33. RahaPTS § 13(1) — text in force from 21.07.2026 (RT I, 11.07.2026, 93)
  34. RahaPTS § 14(1) — text in force from 21.07.2026 (RT I, 11.07.2026, 93)
  35. RahaPTS § 17(2) — text in force from 21.07.2026 (RT I, 11.07.2026, 93)
  36. IFS § 285(1); § 331; Directive 2011/61/EU Art. 21(1) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  37. IFS § 286(1), (4) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  38. IFS § 364(1) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  39. IFS § 313(1) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  40. Finantsinspektsioon, The operating licence for a fund manager — text in force from page read 10.11.2026
  41. IFS § 313(1) points 1–13 — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  42. IFS § 313(2) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  43. IFS § 330(1) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  44. IFS § 310(5) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  45. FIS § 45³(2); FI fund manager licence page — text in force from 01.10.2026 (RT I, 11.07.2026, 12)
  46. FIS § 38(2); § 39 — text in force from 01.10.2026 (RT I, 11.07.2026, 12)
  47. IFS § 315(1) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  48. IFS § 314(1), (2), (5), (7) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  49. IFS § 330(3) — text in force from 21.07.2026 (RT I, 11.07.2026, 70)
  50. LexorCorp Global price list and service description (price list)
  51. LexorCorp Global price list and service description (price list)
  52. LexorCorp Global price list and service description (price list)

Official sources

The laws this article names, each linked to its official text, as read on 9 October 2026. For the Estonian acts we read the English translation in Riigi Teataja; the legally binding text is the Estonian one.

Sources in the text are named without links; the official texts are linked under Official sources. To see which of our services your company needs, open the Business Navigator.

Order the application documents

We prepare the application documents and manage the process; the authority decides. Not legal advice.

Order All licensed activities