UCITS passporting in Finland

The Finnish Act on Common Funds (in Finnish: sijoitusrahastolaki, 213 / 2019, the “ACF”) implements the UCITS Directive into Finnish law. Pursuant to the ACF, EEA UCITS Schemes may market their units in Finland in accordance with the notification procedure set forth in the UCITS Directive. Furthermore, EEA Management Companies authorised under the UCITS Directive are entitled to manage and establish investment funds in Finland either through a branch or without establishing a branch. 

The EEA UCITS Scheme must submit a notification letter with the required annexes concerning the commencement of marketing in Finland to the HMSA. The said HMSA inspects the material and submits it to the Finnish Financial Supervisory Authority (the “FIN-FSA”). The notification letter must be prepared in accordance with the standard model (using the form of notification letter provided in Commission Regulation 584 / 2010) and the following documents must be included as annexes: the fund rules or instruments of incorporation of the EEA UCITS Scheme, the prospectus, the KIID, the latest annual report of the EEA UCITS Scheme and any biannual reports of the UCITS, as well as an attestation granted by the competent HMSA to the effect that the EEA UCITS Scheme fulfils the conditions imposed by the UCITS Directive. 

As to the language requirements, the KIID and any amendments thereto shall be submitted in either Finnish or Swedish. Other documents, e.g. the fund rules, the prospectus, the annual reports and biannual reports required to be submitted to the FIN-FSA in connection with the notification letter shall be submitted either in Finnish, Swedish or English.

The EEA UCITS Scheme may begin to market its units in Finland as of the date when the HMSA has informed the EEA UCITS Scheme that the documents referred to above have been delivered to the FIN-FSA. Subsequently, the EEA UCITS Scheme must notify the FIN-FSA directly of any amendments to the annexed documents and submit the amended documents to the FIN-FSA electronically. The notification requirements set out in the ACF correspond with those of the UCITS Directive (i.e. Finland has not established any national requirements on the notification procedure in addition to those of the UCITS Directive).

As regards the actual marketing of funds, certain general client conduct rules and proper practice requirements, as well as disclosure requirements, have been set in the ACF, the Finnish Securities Markets Act (in Finnish: arvopaperimarkkinalaki, 746 / 2012) and the FIN-FSA’s Regulations and guidelines 15 / 2013 regarding marketing of financial services and products (the latter being applicable especially to marketing to retail clients). These requirements should be taken into account when marketing funds in Finland. The UCITS must also comply with Article 4 of the regulation (EU) 2019/1156 (“CBDF Regulation”) on requirements for marketing communications. Furthermore, under Article 7 of the CBDF Regulation, the FIN-FSA has a right to require prior notice of the marketing material used by the management company.

The implementation of Directive (EU) 2019/1160 (“CBDF Directive”) imposed certain amendments to the cross-border notification procedure and related arrangements as well as introduced a new “de-notification process” for termination of marketing in Finland (such de-notification process being based on Article 1(6) of the CBDF Directive). In general, Finland has not established any national requirements on the de-notification procedure in addition to those of the CBDF Directive.

The FIN-FSA charges a fee for processing a notification of the intention of an EEA UCITS Scheme to start marketing its fund units in Finland. In accordance with the FIN-FSA’s current (1 January 2024) schedule of processing fees, the FIN-FSA’s processing fee currently amounts to EUR 1,820. If the same company simultaneously submits notifications on commenced marketing by several EEA UCITS Schemes, a processing fee of EUR 1,820 is charged for the first undertaking and an additional EUR 208 fee for any subsequent undertakings up to EUR 3,640.

The FIN-FSA does not currently charge any additional fee in the event that more funds of the same umbrella-type UCITS are notified after the initial notification of the EEA UCITS Scheme with the FIN-FSA. In addition to the processing fees charged by the FIN-FSA, the KIIDs will need to be translated into Finnish or Swedish, which may add additional costs to the notification procedure. Furthermore, periodic charges are levied on EEA Management Companies with funds under management in Finland.