A fund manager starting out in Estonia has three routes: register as a small fund manager, apply for a small fund manager licence, or apply for the full fund manager (AIFM) authorisation. The routes differ in capital, supervision, documents, cost and — above all — in what the manager may do with its funds afterwards. This guide compares them so that you can choose on the basis of your fundraising plan rather than on the lowest entry cost. Our prices for the registered small AIFM and the full AIFM routes are on the fund licensing page.
The rules come from the Investment Funds Act (investeerimisfondide seadus, IFS) in Riigi Teataja and Directive 2011/61/EU (AIFMD) in EUR-Lex. The guide is general information, not legal advice.
Who counts as a small fund manager
Under IFS § 3, a small fund manager (väikefondi valitseja) is a manager that, directly or through a company linked to it by common management, control or a substantial holding, manages alternative investment funds whose assets under management:
- in total, including assets acquired through leverage, do not exceed 100 million euros; or
- in total do not exceed 500 million euros, where the funds are unleveraged and no redemption rights can be exercised for five years after the initial investment in each fund.
These are the same thresholds as in Article 3(2) of the directive (EUR-Lex). A manager above them must hold the full fund manager authorisation.
Route 1: registered small fund manager
A small fund manager that does not apply for a licence must register its activity with the Financial Supervision Authority before it starts managing a fund, including as the general partner of a limited partnership fund (IFS § 453(1)). The registration application includes, among other things, the articles of association, the management board members, the list of shareholders, the planned funds and the law under which they will be established, their investment policy, an assessment of whether the activity is that of an alternative fund manager, proof of the paid-in share capital and proof of payment of the procedural fee (§ 453(2)). The fund information is given on the form in Annex IV of Commission Delegated Regulation (EU) No 231/2013 (§ 453(3)).
The key features of this route:
- Capital: share capital of at least 25,000 euros, paid in cash at founding (§ 453¹(1)).
- Decision: the authority decides on the entry within two months of receiving a proper application (§ 453(8)). It may refuse if the manager's seat and place of business are not clearly in Estonia, among other grounds (§ 453(9)).
- Supervision: none. The manager's advertising for its funds must state that it operates on the basis of a registration, holds neither a fund manager nor a small fund manager licence, and that the Financial Supervision Authority does not supervise its activity (§ 453¹(3)).
- Reporting: regular information to the authority under § 454, and immediate notification of changes in contact details, board members, shareholders or articles (§ 453¹(2), (4)).
- Procedural fee: 2,000 euros for the registration (Financial Supervision Authority Act § 45⁷(4)).
- Deletion: the manager must tell the authority if it has not started managing a fund within six months of registration, and it is then deleted from the register (§ 453²).
Route 2: licensed small fund manager
A small fund manager may instead apply for an activity licence (IFS § 441 and following). The licence brings supervision by the Financial Supervision Authority and fuller organisational requirements — internal rules, conflict-of-interest management, fit-and-proper management — scaled to the nature, scope and complexity of the business. The capital requirement is higher: share capital of at least 25,000 euros at founding, raised to 50,000 euros within three years; an existing company needs initial capital equivalent to at least 50,000 euros (§ 444).
A supervised manager is often easier to explain to institutional investors and banks than a registered one, even if it stays below the thresholds.
Route 3: full fund manager (AIFM)
The full authorisation is required above the thresholds and available below them. It brings the full set of AIFMD requirements: risk management functionally and hierarchically separated from portfolio management, liquidity management, independent valuation, remuneration policies, a depositary for each fund and detailed reporting. The capital is higher again: a fund manager founded as a new company needs share capital of at least 125,000 euros (§ 333), with additional own funds once the portfolios exceed 250 million euros (AIFMD Article 9). The procedural fee is 3,000 euros in the wording of the Financial Supervision Authority Act in force on 29 September 2026 (§ 45³(2)). Our Estonian AIFM licence guide describes this route in detail.
The difference that matters most: marketing rights
Article 3(4) of the directive says that managers under the thresholds do not benefit from any of the rights granted under the directive unless they opt in, in which case the directive applies to them in its entirety. The most important of those rights is the marketing passport: an authorised EU AIFM may market the EU funds it manages to professional investors in other Member States through the notification procedure in Article 32.
So the question to ask is not "which route is cheaper?" but "where will my investors come from?". If your investors are in Estonia, or you will approach them in other countries under their own national rules, a registration may be enough. If you plan to raise money from professional investors across the EU, the full authorisation is usually the only practical route.
Side-by-side
- Assets under management
- Registered and licensed small manager: up to 100 million euros (leveraged) or 500 million euros (unleveraged, 5-year lock-up). Full AIFM: no upper limit.
- Minimum capital
- Registered: 25,000 euros. Licensed small: 25,000 euros rising to 50,000 euros within three years. Full: 125,000 euros plus additional own funds above 250 million euros.
- Supervision
- Registered: not supervised by the Financial Supervision Authority. Licensed small and full: supervised.
- EU marketing passport
- Registered and licensed small: no, unless opting in to the full directive. Full: yes, for professional investors.
- Depositary
- Full AIFM: required for each fund (AIFMD Article 21; IFS § 285). Small managers: not mandatory for the funds they manage (IFS § 285(1)), although investors may ask for one.
- Procedural fee
- Registration: 2,000 euros. Licence: 3,000 euros (wording in force on 29 September 2026).
Moving up later
A manager that grows past the thresholds must apply for the full authorisation; a registered manager that wants supervision or better investor acceptance can apply for a licence. Planning the governance and the documents with the next step in mind avoids rewriting everything later. We usually build the registration file so that its policies can be extended rather than replaced.
How we work
We offer the registered small AIFM route and the full AIFM authorisation as fixed lines on the fund licensing page, with fund documents — offering document, investor onboarding, governance and delegation, risk and liquidity management, depositary appointment — as add-ons. Every project starts with a written quote by email. Our fee is our professional fee for the work described; it is not the price of a licence or registration, and the decision is the Financial Supervision Authority's.
Ongoing obligations of a registered manager
A registration is lighter than a licence, but it is not maintenance-free. The registered manager reports regularly to the Financial Supervision Authority under IFS § 454, notifies changes in its board, shareholders and articles without delay, and can be deleted from the register for misleading advertising, anti-money-laundering breaches or missing reports (§ 453²). If it is deleted, it must stop issuing fund units and, within two months, start liquidating its funds or hand their management to another authorised or registered manager.
Frequently asked questions
Is a registered small fund manager supervised?
No. Under IFS § 453¹(3) its advertising must say that it operates on the basis of a registration, holds no licence and is not supervised by the Financial Supervision Authority.
What capital does a registered small fund manager need?
Share capital of at least 25,000 euros, paid in cash at founding (IFS § 453¹(1)).
How long does the registration take?
The Financial Supervision Authority decides within two months of receiving a proper application (IFS § 453(8)). The preparation time before that depends on the project.
Can a small fund manager market funds across the EU?
Not with the directive's marketing passport, unless it opts in to the full directive (AIFMD Article 3(4)). An authorised full AIFM can market to professional investors in other Member States under Article 32.
What does the registration cost in state fees?
A procedural fee of 2,000 euros under § 45⁷(4) of the Financial Supervision Authority Act.