AIFMD II: Stricter requirements for day-to-day policymakers of fund managers as of 16 April 2026

This directive, which entered into force on 15 April 2024, introduces, among other things, significant changes to the governance of managers. One of the most important changes concerns the stricter requirements for day-to-day policymakers. The Dutch legislator has given concrete effect to these European obligations in the legislative proposal for the implementation of AIFMD II (the Legislative Proposal), which was submitted to the House of Representatives on 7 October 2025.

Stricter requirements: full-time commitment and residency requirement

The revised directive stipulates that the board of a manager of an investment fund or UCITS must consist of at least two directors who are employed on a full-time basis. In the explanatory memorandum to the Legislative Proposal, the term ‘full-time’ is explicitly defined as at least 36 hours per week. This means that these directors must either be employed by the manager for at least 36 hours per week, or spend at least 36 hours per week working for the manager.

In addition, these two full-time day-to-day policymakers must be resident within the European Union (EU). This residency requirement is intended to ensure the effective and day-to-day management of the manager within the EU, and to prevent situations where the board is only formally established in the Netherlands while the actual management takes place elsewhere.

Practical implications for governance

• If the requirement of two full-time day-to-day policymakers (at least 36 hours per week) is not currently met, the governance structure will need to be revised.
• As part of this revision, it may be necessary to appoint additional day-to-day policymakers or amend existing contracts.
• Furthermore, if one or more day-to-day policymakers are currently resident outside the EU, it may be necessary to relocate their place of residence to within the EU or to appoint new day-to-day policymakers who are resident within the EU. This will have particular impact on managers who currently have directors residing in the United Kingdom or the United States.
• Finally, managers must ensure that (new) policymakers are timely nominated for the mandatory integrity and suitability assessment by the Dutch Authority for the Financial Markets (AFM).

Preparation: timely action is essential

We advise managers of AIFs and UCITS to assess in good time whether the current composition of the board and governance structure meet the new requirements of AIFMD II. If necessary, we recommend appointing additional day-to-day policymakers or amending existing agreements in a timely manner, so that you are compliant with the revised regulations as of 16 April 2026.

Furthermore, managers must ensure that the registration of (new) day-to-day policymakers with the AFM is carried out in a timely and correct manner, and that the required integrity and suitability assessment by the AFM is completed before the appointment of the policymaker. Please note that not only the processing of the application by the AFM — which has a processing period of six to eight weeks and a final response within thirteen weeks after receipt of a complete application — takes time, but that the preparation and compilation of the necessary documents and information can also be time-consuming. Only after a positive decision from the AFM can the policymaker be formally appointed.

A proactive approach is therefore essential to avoid surprises and ensure the continuity of your business operations. 

If you have any questions about the impact of AIFMD II on your organisation, or if you would like guidance with the AFM integrity and suitability assessment process, please feel free to contact your Meijburg Legal specialist. We are happy to assist you.