Control requirement-exemption for AIFs investing in SMEs
The main rule for an EEA-based AIF-manager wishing to market its AIF towards Swedish semi-professional investors, is that the AIF is required, in general, to invest to obtain control. This is difficult for early phase- and venture investments as these companies are normally driven by founders which at this point in the companies’ lifecycle tend to have dominant ownership positions. Luckily, the Swedish regulation comes with an exemption.
According to the Swedish AIF Act, control in non-listed companies is obtained by having more than 5/10 of the voting rights, and control in issuers is obtained when having more than 3/10 of the voting rights. The control requirement regarding non-listed companies does not apply if investments in:
- Micro, small and medium-sized enterprises, i.e. enterprises which employ fewer than 250 persons and which have an annual turnover not exceeding EUR 50 million, and/or an annual balance sheet total not exceeding EUR 43 million, and
- Special purpose vehicles with the purpose of purchasing, holding or administrating real estate.
The first exemption is important to fund managers seeking to invest in the early phase- and venture segment. A lot of Nordic companies fit into the SME definition and managers focusing on this segment may apply for marketing towards Swedish semi-professional investors.
To read our article about semi-professional investors, click here.