Business scope and permission boundaries
Applies only where the small-size thresholds are met and the fund falls within a statutory property management category, such as a collective investment scheme holding most of its assets directly or indirectly in land. The registration route cannot be selected merely because a fund is described as a property, REIT or real estate strategy.[4] [5]
Application value and choice of route
Select the minimum sufficient combination of permissions that lawfully supports the actual business, client scope and financial responsibilities, rather than treating the broadest permissions or fastest approval as the sole objective.
Appropriate manager authorisation can support a UK team's lawful management of the intended fund categories and clarify whether it may manage authorised AIF, unauthorised AIF or both. Institutional investors, depositaries and counterparties can use this to verify permissions and restrictions, but FCA authorisation does not endorse fund returns or guarantee compensation for all investor losses.[2] [3]
The full-scope regime incorporates risk management, valuation, delegation oversight and investor disclosure into an enforceable governance framework, helping manage long-term illiquid assets and complex leveraged strategies. Capital and liquid asset requirements constrain the manager's own operational risks, while depositary arrangements protect fund assets; they serve different functions.[1] [2] [9]
Choosing small authorised status or eligible registration according to actual scale and activities can avoid incorrectly applying full AIFMD and MiFID capital requirements. Managers below the size threshold may still opt for full-scope authorisation where there is a genuine business need. A UK structure may also manage overseas funds, but UK NPPR, marketing rules in other countries and post-Brexit passporting restrictions must be checked independently.[2] [5] [10]
Application conditions and entry requirements
A separate fund operator with Part 4A permission to establish, operate or wind up a collective investment scheme must be appointed, and the division of responsibilities between the operator and the external AIFM clearly defined. The proportion of land, the fund's legal form and the operator's permissions are core eligibility conditions; merely having assets below the threshold is not a substitute.[5]
Shareholders, directors and key personnel
Shareholders and controllers must disclose direct and indirect holding structures, ultimate beneficial owners, sources of funds, significant influence and connected relationships. Full-scope authorisation assessment considers whether qualifying holders are suitable to ensure prudent management, but this application condition must not be confused with subsequent Section 178 control notification thresholds. For ordinary non-MiFID AIFM, the subsequent control threshold is generally 20%, and significant influence below that percentage may also be relevant.[6] [12] [13]
Full-scope AIFM must have at least two persons of good repute and with relevant experience effectively conducting the business, and allocate board, investment and risk responsibilities according to actual governance. The headcount requirement does not mean that four or five positions must each be filled by a separate person, nor can UK residence, full-time employment or a particular professional title be stated as a universal statutory condition for all personnel; the key considerations are time commitment, competence, effective control and substantive management in the UK.[1] [20] [23] [32]
Authorised firms should determine SM&CR functions according to their Core, Enhanced or Limited Scope classification: SMF1 is chief executive, SMF3 executive director, SMF16 compliance oversight and SMF17 money laundering reporting; partnership structures may involve SMF27. CIO does not automatically become SMF3 by virtue of a job title, and the SMF4 chief risk function is not a mandatory approved position for every Core AIFM. Firms must assess fitness and propriety for applicable certification roles at least annually and retain statements of responsibilities and regulatory reference materials.[14] [15]
Compliance oversight and MLRO must have practical knowledge of UK rules, fund processes and financial crime risks, with sufficient authority and resources to challenge management. Appointing external advisers does not transfer the manager's responsibility. A manager that is solely a small registered manager is not brought fully within the SM&CR for authorised firms merely by registration, but this must be reassessed if it also undertakes other FSMA-authorised activities.[5] [7] [14]
Capital and financial resources
Ordinary small registered property AIFM have no uniform AIFMD prudential minimum capital requirement; an appointed licensed CIS operator has its own separate resource requirements. If the manager also holds other regulated permissions or fund labels, the applicable capital must be recalculated separately.[5] [7]
Registered office and operational substance
The applicant must have a designated principal place of business in the UK and specify which activities take place in the UK, how the board and senior management operate, who controls system records and how FCA can supervise it. A full-scope UK AIFM should meet the UK registered office and actual head office requirements; a mailbox or virtual address alone cannot replace genuine management capability. Lawful overseas delegation does not mean that all investment decisions must be executed personally by UK staff.[7] [23]
In practice, a UK Ltd or LLP may be considered as an external management entity, but the legal form should match the AIFM category and liability arrangements. The fund LP, its GP and its manager must also be identified separately. An overseas manager's notification to market in the UK under NPPR does not establish a UK head office or confer UK authorisation to manage AIF; overseas branches and subsidiaries cannot be treated as the same permission route either.[3] [5] [10]
The publicly listed office address of FCA is 12 Endeavour Square, London E20 1JN, and its principal regulatory portals are Connect and RegData. This address is provided solely to identify the regulator; it is neither the applicant’s registered address nor an account address for investors to remit funds to a manager. This material may be prepared and explained by Tang Shangyong (Mr Tang) of Rengang Yongsheng (Hong Kong) Limited, but is not issued on behalf of FCA or PRA.[7] [16]
Application document checklist
Submit a regulatory business plan explaining each fund type’s investment strategy, target investors, charges, fundraising channels and launch timing, and map each business activity to managing authorised AIF, managing unauthorised AIF or other permissions. The plan must discuss potential harm to consumers and markets; a third-party generic template should not replace the actual business model.[2] [7]
Provide company or LLP formation documents, articles or partnership agreements, group and organisation charts, and appendices covering controller structure, beneficial owners, owners and influencers. Attach significant event disclosures, explanations of related businesses and sources of funds, enabling FCA to look through the structure and identify those who truly control and manage the business.[2] [6]
Submit monthly financial forecasts for three years and regulatory capital calculations, separately identifying base funding, size-related additions, FOR, professional liability, liquid capital and applicable MIFIDPRU items. Make good any shortfall before authorisation and evidence the amount injected; for insurance arrangements, provide policy coverage, deductibles and coverage-funding calculations.[2] [7]
Submit the AIF Schedule and the formation documents, offering documents, fund rules or partnership agreement for each fund to be managed, explaining its location, master-feeder relationships, leverage and redemption rights. The full-scope AIF Schedule should be completed in the original xls format specified by FCA; offering documents and investment management agreements must be consistent with the permissions sought and fee disclosures.[2] [8]
Prepare investment management agreements, risk management policies, liquidity stress testing, valuation processes and conflicts of interest policies covering illiquid assets, related-party transactions and fund expense allocation. Also provide a compliance monitoring plan, personal dealing and market abuse controls, and applicable remuneration policies and investor disclosures.[1] [2]
Provide written confirmation of substantially finalised depositary arrangements for the applicable funds, together with delegation and sub-delegation agreements. FCA may request sight of agreements that have been put in place. A complete full-scope application cannot rely solely on a general letter of intent to cooperate: documents should in principle be final versions ready for signature or already signed, rather than drafts still subject to substantive negotiation.[2] [8]
Submit the relevant Form A or Long Form A, curriculum vitae, experience and fitness and propriety information, clearly identifying the responsibilities and time commitments of actual managers, directors, compliance oversight and MLRO. Provide statements of responsibilities, background checks and regulatory references under the applicable regime; do not automatically tie different function approvals to three fixed positions of CEO, CIO and CRO.[2] [14] [15]
Prepare the IT self-assessment, system access rights, business continuity and cyber risk materials, together with the AML risk assessment and policies on CDD, sanctions and handling suspicious activity. If controlling or holding client assets is proposed, also explain the responsible persons, accounts, CASS applicability analysis and audit arrangements; where retail business is involved, explain the Consumer Duty implementation plan.[2] [7] [19]
This is provided as a reference for organising the project; it cannot replace current official application forms or case-specific requests for additional materials. Please do not send identity documents or customer records through website forms.
Application process and key steps
The first step is to complete regulatory perimeter and size tests, identify the actual AIFM, fund vehicles, delegated managers and distributors, and determine UK and overseas marketing arrangements. Then select the full-scope, small authorised or specific eligible registration route and confirm any additional permissions required, rather than incorporating a company first and only then discovering that the business model cannot operate under the chosen route.[2] [3] [4] [5]
The second step is to put in place shareholders, the UK principal place of business, actual managers, compliance and MLRO, together with depositary, administration, audit and IT service providers. Supplement capital and liquid resources in line with three-year forecasts, and prepare each fund’s formal documents, risk framework and delegation oversight mechanisms to an operationally ready standard.[2] [7] [8]
The third step is to submit the relevant forms, fund list and attachments through Connect and pay the applicable application fee. As at the verification date, authorised AIFM is listed in Category 6 at £11,260, and small registration in Category 3 at £1,130. These are application fees and are normally non-refundable; they exclude annual regulatory fees, fund product authorisation fees, legal costs and service-provider costs. VoP should be checked separately against the charging rules for the specific variation.[2] [5] [16]
Step four: FCA checks completeness and conducts substantive review. Applicants must provide accurate, consistent responses to enquiries about the business, personnel, capital and risk controls. Management interviews are arranged case by case; there is no uniform number of weeks that can be promised for case officer allocation, enquiry rounds or waiting times.[7] [8]
The fifth step, after receiving the written decision, is to check the permission’s effective date, limitations, requirements and senior management approvals, and confirm that fund information, depositary and delegation arrangements meet the conditions for starting business. If any fund rules, depositary information or investor disclosures permitted to follow later in a full-scope application remain outstanding, they must be supplied at least one month before the intended start of business, as required by legislation and FCA. Receipt of authorisation must not be treated as unconditional permission to manage all funds.[6] [8]
Approval deadlines and project timelines
A decision on a complete application for a full-scope UK AIFM should be made within three months of receipt of the complete materials, with a further three-month extension possible where required by the specific circumstances and notified to the applicant. The statutory information required for completeness includes those effectively managing the business, qualifying holdings, business organisation and compliance arrangements, remuneration and fund strategies. Submitting forms alone does not constitute a complete application, and a permitted extension is not an alternative starting-point rule for a general six-month period.[6] [8]
Where a full-scope application is incomplete, the three-month clock has not started and FCA will request the missing information. Section 55V(8) of FSMA expressly excludes such applications from the usual six-month period for complete applications and twelve-month period for incomplete applications. It is therefore not possible to promise a decision on an incomplete full-scope application within twelve months of initial submission; generally, only small authorised applications fall within the framework in section 55V of six months for complete applications and twelve months from initial receipt for incomplete applications.[6] [8] [17]
The statutory deadline for a complete ordinary small registered AIFM application is three months; an incomplete application must be decided no later than six months after initial receipt. Article 12 of AIFMR expressly excludes SEF and RVECA registrations from this ordinary deadline. They must be handled under their respective fund regulations; not all registration applications can be described as following the same three-month process.[18]
The preparation period is not the statutory approval period. Recruitment, capital availability, bank account opening, service provider due diligence and finalising fund documents affect when an application meets the completeness standard. Budgets may be phased by project, but the original page's total period of six to twelve months and fixed weekly durations for each stage are experience-based estimates without uniform official validation. They are not a FCA service commitment and cannot guarantee when registration, authorisation or an acquisition will succeed.[7] [8]
Changes to shareholders, directors and permissions
Ordinary full-scope AIFM and small AIFM not authorised under MiFID generally qualify as non-Directive firms under the control regime, with only a single threshold of 20% or more, rather than a universal 10% threshold. The assessment also covers shares, voting rights, indirect interests and significant influence in the manager or parent company. Increases within the same band generally do not require a new notification, but changes in identity, group or parent relationships should still be reassessed under the rules.[12] [13]
Directive categories, including managers also authorised under MiFID and UCITS management companies, are subject to the 10%, 20%, 30% and 50% control bands. Decisions to acquire control and increases crossing a band must be notified and receive the corresponding approval before completion. A complete notification under Section 178 is normally assessed within sixty working days, excluding interruption periods for additional enquiries. Proposed reductions or cessations of control also require notification, but generally do not require prior approval.[12] [13]
For changes to directors or partners, assess whether they perform senior management functions requiring approval. Where applicable, submit individual approval applications before they take up their duties, and update statements of responsibilities and regulatory registration. Departures, changes in responsibilities or findings of unfitness must be handled under the relevant Form C, Form D and notification rules. Registering changes with Companies House cannot replace FCA procedures.[14] [15]
Adding management of authorised funds, MiFID additional activities or other permissions may require VoP. New funds and material changes to strategy or delegation may also trigger AIFM notifications. Small registration alone is not a Part 4A licence, so the acquisition approval regime for authorised firms cannot be applied mechanically. First check its registration conditions and any other permissions held, and proceed according to the specific notification obligations.[2] [5]
Ongoing compliance and annual maintenance
Fulfil annual transparency reporting obligations and continuously oversee the nature of land assets, valuation, title, operators and investor disclosures. In 2026, the Treasury proposed moving most such managers to authorisation. Acquisitions or long-term business planning should budget for possible future cost increases, without treating the transition to authorisation as already completed.[23] [24]
Acquisition due diligence and transaction considerations
Before acquisition, check the legal entity, FRN, current permissions, restrictions and requirements in the FCA register. Distinguish full-scope authorisation, small authorisation and small registration, and verify that the buyer's plans remain within the permitted scope. Authorisation generally attaches to the legal entity and cannot be sold as a standalone licence separate from the company. Acquiring a shell company cannot circumvent change-in-control approval, personnel approval or review of a new business model.[2] [12] [13]
Specialist due diligence should repeat AIF identification and AUM threshold testing for each fund, checking for omitted related management, leverage exposures or incorrect use of NAV, and verify consistency among the responsibilities of the fund's LP, GP, external AIFM and delegated investment manager. Review change-of-control termination clauses, key person clauses, investor consent or notification, custody responsibilities and subdelegation in depositary and delegation agreements to avoid key service providers or investors withdrawing after completion.[3] [4] [9]
Check historical Annex IV data, reporting frequency, the PRN list and any unresolved late reporting, regulatory enquiries and capital shortfalls, focusing on valuation models, NAV corrections, redemption suspensions, side pockets, expense allocation and related-party transactions. Also check fund audit opinions, administrator and depositary reconciliations, title to PE or real estate assets, client asset deficiencies and post-completion professional indemnity insurance coverage; do not look only at the manager's income statement.[2] [19] [24]
Review controllers' sources of funds, management's regulatory history, substantive compliance and MLRO capabilities, outstanding complaints, litigation and regulatory restrictions, and prepare post-completion capital and exit budgets. Small registered targets also face the risk that reforms in 2026 may change eligibility and costs. Contracts should make applicable regulatory approvals, retention of key personnel and service-provider confirmations the relevant conditions precedent, but must not guarantee FCA approval or treat reforms not yet in force as established transaction rights.[12] [21] [23]
View the complete process for acquiring a licensed companyBusiness segments and applicable regimes
The following are specific permissions, organisational models or statutory categories covered by this topic. They do not necessarily each constitute a separate financial licence.
Frequently asked questions
If assets are below €100 million, is only FCA registration required?+
No. Asset size only determines whether a manager may qualify as small. Registration is also limited to statutory categories such as internally managed closed-ended investment companies, certain property fund managers, and SEF or RVECA. Other UK AIF managers generally still require small-manager authorisation or may opt for full-scope authorisation. A size exemption does not mean no permission is required.[4] [5]
Can all closed-ended funds use the €500 million threshold?+
All relevant AIF must be unleveraged, with no redemption rights exercisable for five years following the initial investment in each fund, and assets must not exceed €500 million. In other cases, the condition is no more than €100 million, including assets acquired through leverage. A closed-ended label, a five-year fund life or a claim of no borrowing cannot replace factual verification.[4]
What is the minimum capital a UK AIFM needs to prepare?+
There is no uniform amount: the full-scope external management base is €125,000, internal management is €300,000, while solely small authorised management generally requires the higher of £5,000 and the liquid total capital requirement. Eligible ordinary small registered management, SEF and RVECA differ again. Scale, FOR, professional liability and additional MiFID activities can increase requirements. Fund subscription money cannot directly count as the manager’s capital.[2] [5]
Does holding professional indemnity insurance remove the need for additional capital?+
Not necessarily. Insurance must meet the rules, and the manager may be required to hold additional own funds covering the excess. Base, size-related, expenditure and liquid asset requirements still apply. Compare insurance with additional 0.01% professional liability funds as two coverage options, rather than presenting capital or insurance as an either/or choice that exempts all other requirements.[2]
Does FCA always approve AIFM within three months?+
Three months is the statutory decision period for a complete full-scope application, not a guarantee of approval. In specified circumstances, notice may lawfully be given extending it by a further three months. The clock does not start while materials are missing. The complete and incomplete application periods for small authorised and ordinary small registered firms also differ; the overall preparation and enquiry process must not be confused with the statutory period.[6] [8] [17] [18]
Does an acquisition of AIFM reaching 10% always require prior approval?+
Ordinary full-scope and non-MiFID small AIFM generally fall within the non-Directive category, with a common control threshold of 20%; indirect holdings, parent companies and significant influence must also be checked. Where they also have Directive status such as MiFID or UCITS, the 10%, 20%, 30% and 50% bands may apply. Assessment should be based on the target's actual permissions and structure.[12] [13]
Must CIO apply for SMF3, and must CRO apply for SMF4?+
SMF3 refers to an executive director. CIO is assessed against a corresponding function only when actually performing it; job titles cannot be matched automatically. Nor is SMF4 a fixed approved position for all Core managers. Firms must allocate applicable functions according to their SM&CR category and actual governance. Maintaining independent risk management does not require adopting three particular English job titles.[14] [15]
Can all fund investment work be delegated to an overseas team?+
Delegation may be lawful, but AIFM must retain sufficient knowledge, resources, powers and oversight capabilities, meet specific delegation conditions and not become a letter-box entity. A LTAF manager cannot rely on outsourcing to meet its own essential asset management skills requirements, nor does a delegated investment manager automatically become the fund's AIFM simply by executing trades.[3] [20]
Must every overseas fund appoint a UK depositary?+
No blanket conclusion is possible. The application of FUND takes account of the fund’s location and whether it is marketed in the UK. Non-UK funds not marketed in the UK have a specific exemption from the full depositary scope. Where a full-scope UK AIFM markets a third-country AIF through NPPR, cash monitoring, safekeeping and oversight arrangements are generally involved. These may be undertaken by one or more eligible entities, rather than invariably requiring one full UK depositary.[9] [11]
Does AIFM authorisation allow unrestricted promotion of funds to UK retail investors?+
No. Manager authorisation, fund product authorisation and financial promotion rules are separate layers. Permission to manage an unauthorised AIF does not constitute permission to sell to the public. NURS, QIS and LTAF products and their target investors each have conditions; promotions to professionals or qualifying retail investors must also comply with specific marketing and disclosure requirements.[2] [3] [30]
Does Annex IV still use Gabriel, and does FSA039 still require half-yearly reporting?+
Annex IV now uses RegData, and the FCA page has replaced Gabriel. FSA039 was withdrawn in 2025 and removed from the system, but applicable capital returns, Annex IV, CASS audits and monthly CMAR for medium and large firms must still be checked; the disappearance of an old form does not justify stopping all reporting.[19] [24] [27]
Is REP008 a remuneration return, and must a nil return be submitted even without disciplinary action?+
REP008 reports disciplinary action against non-SMF personnel for breaches of the conduct rules, not remuneration data. Where the period ends on or after 2025-08-31 and there is no reportable disciplinary action, a nil return is no longer required and the associated late reporting fee is not charged. Relevant disciplinary action against senior managers uses the appropriate Form C or Form D.[28]
Have £750 million and £5 billion already taken effect in 2026?+
No. These two NAV thresholds belong to the proposed new three-tier regime in CP26/28. The current size test remains €100 million, or €500 million subject to strict conditions. FCA expects final rules in 2027 and implementation in 2028. The proposed move from registration to authorisation for most small firms and replacement of FRAME reporting must not be treated as current requirements or grounds for immediately stopping existing returns.[4] [21] [23]
Can a small registered manager operate LTAF?+
No. The authorised fund manager of a LTAF must be a full-scope UK AIFM and must itself have sufficient skills and personnel. LTAF is a product category, not another name for small registration. Chapter 15 of COLL, valuation, depositary and governance rules for long-term illiquid assets must also be followed.[20]
Can engaging Ren Gang Yong Sheng guarantee successful authorisation and a fixed timeframe?+
Tang Shangyong (Mr Tang) of Ren Gang Yong Sheng (Hong Kong) Limited can develop regulatory perimeter, documentation and compliance preparation plans based on a project’s actual circumstances, but FCA retains independent decision-making authority. Unverified success rates, lists of former regulators, fixed approval periods in weeks or guaranteed returns should not be published as regulatory facts. This feature contains public information checked as at 2026-11-07 and does not replace case-specific UK legal advice.
Official basis and verification sources
Primarily based on FCA, PRA / Bank of England, GOV.UK and current legislation. Older third-party guides supplied by users are used to organise business material and do not override the latest official requirements.
Tang Shangyong (Mr Tang / Drew) · Business Manager
Global financial licence application, transaction and ongoing compliance services