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25.4.2013 Official
Journal
of
the
European
Union L
115/1
I
(Legislative acts)
REGULATIONS
REGULATION (EU) No 345/2013 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL
of 17 April 2013
on European venture capital funds
(Text with EEA relevance)
THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE
sation, foster the establishment and expansion of inno
EUROPEAN UNION,
vative undertakings, increase their investment in research
and development and foster entrepreneurship, innovation
and competitiveness in line with the objectives of the
Europe 2020 Strategy set out in the Commission
Having regard to the Treaty on the Functioning of the European
Communication of 3 March 2010 entitled ‘Europe
Union, and in particular Article 114 thereof,
2020: A strategy for delivering smart, sustainable and
inclusive growth’ (Europe 2020) and in the context of
the long-term challenges of the Member States, such as
Having regard to the proposal from the European Commission,
those identified in the report of the European Strategy
and Policy Analysis System of March 2012 entitled
‘Global Trends 2030 — citizens in an interconnected
and polycentric world’.
After transmission of the draft legislative act to the national
parliaments,
(2) It
is
necessary
to
lay
down
a
common
framework
of
Having regard to the opinion of the European Central Bank ( 1 ),
rules regarding the use of the designation ‘EuVECA’ for
qualifying venture capital funds, in particular the
composition of the portfolio of funds that operate
under that designation, their eligible investment targets,
Having regard to the opinion of the European Economic and
the investment tools they may employ and the categories
Social Committee ( 2 ),
of investors that are eligible to invest in them by uniform
rules in the Union. In the absence of such a common
framework, there is a risk that Member States take
Acting in accordance with the ordinary legislative procedure ( 3 ),
diverging measures at national level having a direct
negative impact on, and creating obstacles to, the
proper functioning of the internal market, since venture
capital funds that wish to operate across the Union
Whereas:
would be subject to different rules in different Member
States. Moreover, diverging quality requirements on
portfolio composition, investment targets and eligible
(1) Venture
capital
provides
finance
to
undertakings
that
are
investors could lead to different levels of investor
generally very small, that are in the initial stages of their
protection and generate confusion as to the investment
corporate existence and that display a strong potential
proposition associated with qualifying venture capital
for growth and expansion. In addition, venture capital
funds. Investors should, furthermore, be able to
funds provide undertakings with valuable expertise and
compare the investment propositions of different qual
knowledge, business contacts, brand equity and strategic
ifying venture capital funds. It is necessary to remove
advice. By providing finance and advice to those under
significant obstacles to cross-border fundraising by qual
takings, venture capital funds stimulate economic growth,
ifying venture capital funds, to avoid distortions of
contribute to the creation of jobs and capital mobili
competition between those funds, and to prevent any
further likely obstacles to trade and significant distortions
of competition from arising in the future. Consequently,
( 1 ) OJ C 175, 19.6.2012, p. 11.
the appropriate legal basis for this Regulation is
( 2 ) OJ C 191, 29.6.2012, p. 72.
Article 114 of the Treaty on the Functioning of the
( 3 ) Position of the European Parliament of 12 March 2013 (not yet
published in the Official Journal) and decision of the Council of
European Union (TFEU), as interpreted by consistent
21 March 2013.
case law of the Court of Justice of the European Union.

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L 115/2
EN
Official Journal of the European Union
25.4.2013
(3) It
is
necessary
to
adopt
a
Regulation
establishing
uniform
competent authority in their home Member State in
rules applicable to qualifying venture capital funds and
accordance with Directive 2011/61/EU of the European
imposing corresponding obligations on their managers in
Parliament and of the Council of 8 June 2011 on Alter
all Member States that wish to raise capital across the
native Investment Fund Managers ( 2 ), provided that those
Union using the designation ‘EuVECA’. Those
managers manage portfolios of qualifying venture capital
requirements should ensure the confidence of investors
funds. However, external managers of qualifying venture
that wish to invest in venture capital funds.
capital funds that are registered in accordance with this
Regulation should also be allowed to manage UCITS,
subject to authorisation under Directive 2009/65/EC.
(4) Defining
the
quality
requirements
for
the
use
of
the
designation ‘EuVECA’ in the form of a regulation
ensures that those requirements are directly applicable
to the managers of collective investment undertakings
(8) Furthermore,
this
Regulation
applies
only
to
managers
of
that raise funds using that designation. This also
those collective investment undertakings with assets
ensures uniform conditions for the use of the designation
under management that in total do not exceed the
by preventing diverging national requirements as a result
threshold referred to in point (b) of Article 3(2) of
of the transposition of a directive. Managers of collective
Directive 2011/61/EU. The calculation of the threshold
investment undertakings that use the designation should
for the purposes of this Regulation is the same as for the
follow the same rules across the Union, which will also
threshold referred to in point (b) of Article 3(2) of
boost the confidence of investors. This Regulation
Directive 2011/61/EU.
reduces regulatory complexity and the managers’ costs
of compliance with often divergent national rules
governing venture capital funds, especially for those
managers that want to raise capital on a cross-border
basis. It also contributes to eliminating competitive
(9) However,
venture
capital
fund
managers
registered
in
distortions.
accordance with this Regulation with assets under
management that in total subsequently exceed the
threshold referred to in point (b) of Article 3(2) of
Directive 2011/61/EU, and that therefore become
(5) As
stated
in
the
Commission
Communication
of
subject to authorisation with the competent authorities
7 December 2011, entitled ‘An action plan to improve
of their home Member State in accordance with Article 6
access to finance for SMEs’, the Commission was to
of that Directive, should be able to continue to use the
complete its examination of tax obstacles to cross-
designation ‘EuVECA’ in relation to the marketing of
border venture capital investments in 2012, with a
qualifying venture capital funds in the Union, provided
view to presenting solutions in 2013 aimed at elim
that they comply with the requirements laid down in that
inating the obstacles while at the same time preventing
Directive and that they continue to comply with certain
tax avoidance and tax evasion.
requirements for the use of the designation ‘EuVECA’
specified in this Regulation at all times in relation to
the qualifying venture capital funds. This applies both
to existing qualifying venture capital funds and to qual
(6) It
should
be
possible
for
a
qualifying
venture
capital
fund
ifying venture capital funds established after exceeding
to be externally or internally managed. Where a qual
the threshold.
ifying venture capital fund is internally managed, the

fund is also the manager and should therefore comply
with all relevant requirements for managers under this
Regulation and be registered in accordance with this
Regulation. A qualifying venture capital fund which is
(10) Where
managers
of
collective
investment
undertakings
internally managed should not, however, be permitted
do not wish to use the designation ‘EuVECA’, this Regu
to be the external manager of other collective investment
lation should not apply. In these cases, existing national
undertakings or of undertakings for collective investment
rules and general Union rules should continue to apply.
in transferable securities (UCITS).
(7) In
order
to
clarify
the
relationship
between
this
Regu
(11) This
Regulation
should
establish
uniform
rules
on
the
lation and other rules on collective investment under
nature of qualifying venture capital funds, in particular
takings and their managers, it is necessary to establish
on qualifying portfolio undertakings into which the qual
that this Regulation only apply to managers of collective
ifying venture capital funds are to be permitted to invest
investment undertakings, other than UCITS falling within
and the investment instruments to be used. This is
the scope of Directive 2009/65/EC of the European
necessary so that a clear demarcation line can be
Parliament and of the Council of 13 July 2009 on the
drawn between a qualifying venture capital fund and
coordination of laws, regulations and administrative
alternative investment funds that engage in other, less
provisions relating to undertakings for collective
specialised, investment strategies, for example buyouts
investment in transferable securities (UCITS) ( 1 ), which
or speculative real estate investments, which this Regu
are established in the Union and are registered with the
lation is not seeking to promote.
( 1 ) OJ L 302, 17.11.2009, p. 32.
( 2 ) OJ L 174, 1.7.2011, p. 1.

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EN
25.4.2013 Official
Journal
of
the
European
Union L
115/3
(12) In
line
with
the
aim
of
precisely
circumscribing
the
life of that fund. Such additional capital commitments
collective investment undertakings which are to be
during the life of the qualifying venture capital fund
covered by this Regulation and in order to ensure a
should be taken into account when the next investment
focus on providing capital to small undertakings in the
in assets other than qualifying assets is contemplated.
initial stages of their corporate existence, qualifying
Additional capital commitments should be permitted in
venture capital funds should be deemed to be funds
accordance with criteria and subject to conditions set out
that intend to invest at least 70 % of their aggregate
in the qualifying venture capital fund’s rules or
capital contributions and uncalled committed capital in
instruments of incorporation.
such undertakings. Qualifying venture capital funds
should not be permitted to invest more than 30 % of
their aggregate capital contributions and uncalled
committed capital in assets other than qualifying invest
ments. This means that whereas the 30 % threshold
should be the maximum limit for non-qualifying
investments at all times, the 70 % threshold should be
reserved for qualifying investments during the life of the
qualifying venture capital fund. Those thresholds should
(16) Qualifying
investments
should
be
in
the
form
of
equity
be calculated on the basis of amounts investible after
or quasi-equity instruments. Quasi-equity instruments
deduction of all relevant costs and holdings of cash
comprise a type of financing instrument, which is a
and cash equivalents. This Regulation should set out
combination of equity and debt, where the return on
the details necessary for the calculation of the thresholds.
the instrument is linked to the profit or loss of the
qualifying portfolio undertaking, and where the
repayment of the instrument in the event of default is
not fully secured. Such instruments include a variety of
financing instruments such as subordinated loans, silent
participations, participating loans, profit participating
rights, convertible bonds and bonds with warrants. As
(13) The purpose of this Regulation is to enhance the growth
a possible complement to — but not a substitute for —
and innovation of small and medium-sized enterprises
equity and quasi-equity instruments, secured or
(SMEs) in the Union. Investments in qualifying
unsecured loans, such as bridge financing, granted by
portfolio undertakings established in third countries can
the qualifying venture capital fund to a qualifying
bring more capital to qualifying venture capital funds and
portfolio undertaking in which the qualifying venture
thereby benefit SMEs in the Union. However, under no
capital fund already holds qualifying investments,
circumstances should this Regulation benefit investments
should be permitted, provided that no more than 30 %
made in portfolio undertakings established in third
of the aggregate capital contributions and uncalled
countries characterised by a lack of appropriate
committed capital in the qualifying venture capital fund
cooperation arrangements between the competent auth
is used for such loans. Furthermore, to reflect existing
orities of the home Member State of the manager of a
business practices in the venture capital market, a qual
qualifying venture capital fund and with each other
ifying venture capital fund should be allowed to buy
Member State in which units or shares of the qualifying
existing shares of a qualifying portfolio undertaking
venture capital fund are intended to be marketed or by a
from existing shareholders of that undertaking. Also,
lack of effective exchange of information in tax matters.
for the purposes of ensuring the widest possible oppor
tunities for fundraising, investments into other qualifying
venture capital funds should be permitted. To prevent
dilution of the investments into qualifying portfolio
undertakings, qualifying venture capital funds should
only be permitted to invest into other qualifying
venture capital funds, provided that those qualifying
(14) A
qualifying
venture
capital
fund
should,
as
a
first
step,
venture capital funds have not themselves invested
be established in the Union in order to be entitled to use
more than 10 % of their aggregate capital contributions
the designation ‘EuVECA’ as established by this Regu
and uncalled committed capital in other qualifying
lation. The Commission should, within two years of
venture capital funds.
the date of application of this Regulation, review the
limitation on the use of the designation ‘EuVECA’ to
funds established in the Union, taking into account
experience of applying the Commission Recommen
dation regarding measures intended to encourage third
countries to apply minimum standards of good
governance in tax matters.
(17) The
core
activities
of
venture
capital
funds
are
providing
finance to SMEs through primary investments. Venture
capital funds should neither participate in systemically
important banking activities outside of the usual
prudential regulatory framework (so-called ‘shadow
(15) Managers
of
qualifying
venture
capital
funds
should
be
banking’) nor follow typical private equity strategies,
able to attract additional capital commitments during the
such as leveraged buyouts.

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L 115/4
EN
Official Journal of the European Union
25.4.2013
(18) In
line with Europe 2020, this Regulation aims to
(23) In
order
to
ensure
that
qualifying
venture
capital
funds
promote venture capital investments into innovative
do not contribute to the development of systemic risks,
SMEs anchored in the real economy. Credit institutions,
and that such funds concentrate, in their investment
investment firms, insurance undertakings, financial
activities, on supporting qualifying portfolio under
holding companies and mixed-activity holding
takings, the use of leverage at the level of the fund
companies should therefore be excluded from the defi
should not be permitted. Managers of qualifying
nition of qualifying portfolio undertakings under this
venture capital funds should only be permitted to
Regulation.
borrow, issue debt obligations or provide guarantees, at
the level of the qualifying venture capital fund, provided
that such borrowings, debt obligations or guarantees are
covered by uncalled commitments and thus do not
increase the exposure of the fund beyond the level of
its committed capital. Cash advances from investors of
qualifying venture capital funds that are fully covered by
capital commitments from those investors do not
increase the exposure of the qualifying venture capital
(19) In
order
to
put
in
place
an
essential
safeguard
that
differ
fund and should therefore be allowed. Also, in order to
entiates qualifying venture capital funds under this Regu
permit the fund to cover extraordinary liquidity needs
lation from the broader category of alternative
that might arise between a call of committed capital
investment funds which trade in issued securities on
from investors and the actual reception of the capital
secondary markets, it is necessary to lay down rules so
in its accounts, short-term borrowing should be
that qualifying venture capital funds make investments
allowed provided that the amount of such borrowing
primarily in directly issued instruments.
does not exceed the fund’s uncalled committed capital.
(20) In
order
to
allow
managers
of
qualifying
venture
capital
funds a certain degree of flexibility in the investment and
liquidity management of their qualifying venture capital
funds, trading, such as in shares or participations in non-
qualifying portfolio undertakings or acquisitions of non-
qualifying investments, should be permitted up to a
(24) In
order
to
ensure
that
qualifying
venture
capital
funds
maximum threshold of 30
% of aggregate capital
are only marketed to investors who have the experience,
contributions and uncalled capital.
knowledge and expertise to make their own investment

decisions and properly assess the risks that those funds
carry, and in order to maintain investor confidence and
trust in qualifying venture capital funds, certain specific
safeguards should be laid down. Therefore, qualifying
venture capital funds should only be marketed to
investors who are professional clients or who can be
treated as professional clients under Directive
2004/39/EC of the European Parliament and of the
(21) In
order
to
ensure
that
the
designation
‘EuVECA’
is
Council of 21 April 2004 on markets in financial instru
reliable and easily recognisable for investors across the
ments ( 1 ). However, in order to have a sufficiently broad
Union, only managers of qualifying venture capital funds
investor base for investment into qualifying venture
which comply with the uniform quality criteria as set out
capital funds it is also desirable that certain other
in this Regulation should be eligible to use the desig
investors have access to qualifying venture capital
nation ‘EuVECA’ when marketing qualifying venture
funds, including high net worth individuals. For those
capital funds across the Union.
other investors, however, specific safeguards should be
laid down in order to ensure that qualifying venture
capital funds are only marketed to investors that have
the appropriate profile for making such investments.
These safeguards exclude marketing through the use of
periodic savings plans. Furthermore, investments made
by executives, directors or employees involved in the
management of a manager of a qualifying venture
capital fund should be possible when investing in the
(22) In
order
to
ensure
that
qualifying
venture
capital
funds
qualifying venture capital fund that they manage, as
have a distinct and identifiable profile which is suited to
such individuals are knowledgeable enough to participate
their purpose, there should be uniform rules on the
in venture capital investments.
composition of the portfolio and on the investment tech
niques which are permitted for such funds.
( 1 ) OJ L 145, 30.4.2004, p. 1.

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EN
25.4.2013 Official
Journal
of
the
European
Union L
115/5
(25) To
ensure that only managers of qualifying
venture
(30) In
order
to
ensure
that
managers
of
qualifying
venture
capital funds that fulfil uniform quality criteria as
capital funds which make use of the designation
regards their behaviour in the market use the designation
‘EuVECA’ give sufficient account of their activities,
‘EuVECA’, there should be rules on the conduct of
uniform rules on annual reports should be established.
business and the relationship of those managers with
their investors. For the same reason, uniform conditions
concerning the handling of conflicts of interest by those
managers should be established. Those rules and
conditions should also require the managers to have
(31) It is necessary, for the purposes of ensuring the integrity
the necessary organisational and administrative
of the designation ‘EuVECA’ in the eyes of investors, that
arrangements in place to ensure a proper handling of
it is only used by managers of qualifying venture capital
conflicts of interest.
funds that are fully transparent as to their investment
policy and their investment targets. Uniform rules on
disclosure requirements that are incumbent on such
managers in relation to their investors should therefore
be laid down. In particular, there should be pre-
contractual disclosure obligations related to the
(26) Where a manager of a qualifying venture capital fund
intends to delegate functions to third parties, the
investment strategy and objectives of the qualifying
manager’s liability towards the venture capital fund and
venture capital funds, the investment instruments which
the investors therein should not be affected by such
are used, information on costs and associated charges,
delegation of functions to a third party. Moreover, the
and the risk/reward profile of the investment proposed
manager should not delegate functions to the extent that,
by a qualifying fund. In view of achieving a high degree
in essence, it can no longer be considered to be a
of transparency, such disclosure requirements should also
manager of a qualifying venture capital fund and has
include information on how the remuneration of the
become a letter-box entity. The manager should remain
managers is calculated.
responsible for the proper performance of delegated
functions and compliance with this Regulation at all
time. The delegation of functions should not
undermine the effectiveness of supervision of the
(32) In
order
to
ensure
effective
supervision
of
the
uniform
manager, and, in particular, should not prevent the
requirements contained in this Regulation, the competent
manager from acting, or the fund from being managed,
authority of the home Member State should supervise
in the best interests of its investors.
compliance of managers of qualifying venture capital
funds with the uniform requirements set out in this
Regulation. To that end, the managers that intend to
market their qualifying funds under the designation
‘EuVECA’ should inform the competent authority of
(27) In order to ensure the integrity of the designation
their home Member State of that intention. The
‘EuVECA’ quality criteria as regards the organisation of
competent authority should register the manager if all
a manager of a qualifying venture capital fund should be
necessary information has been provided and if suitable
established. Therefore, uniform, proportionate
arrangements to comply with the requirements of this
requirements for the need to maintain adequate
Regulation are in place. Such registration should be
technical and human resources should be laid down.
valid across the entire Union.
(28) In
order
to
ensure
the
proper
management
of
qualifying
(33) In
order
to
facilitate
the
efficient
cross-border
marketing
venture capital funds and the ability of their managers to
of qualifying venture capital funds, registration of the
cover potential risks arising from their activities, uniform,
manager should be effected as quickly as possible.
proportionate requirements for managers of qualifying
venture capital funds to maintain sufficient own funds
should be laid down. The amount of such own funds
should be sufficient to ensure the continuity and proper
management of qualifying venture capital funds.
(34) While
safeguards are included in this Regulation to

ascertain that funds are properly used, supervisory auth
orities should be vigilant in ensuring that those safe
guards are complied with.
(29) It is necessary for the purpose of investor protection to
ensure that the assets of the qualifying venture capital
fund are properly evaluated. The rules or instruments
(35) In
order
to
ensure
effective
supervision
of
compliance
of incorporation of qualifying venture capital funds
with the uniform criteria laid down in this Regulation,
should therefore contain provisions on the valuation of
rules on the circumstances under which information
assets. This should ensure the integrity and transparency
supplied to the competent authority in the home
of the valuation.
Member State needs to be updated should be established.

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L 115/6
EN
Official Journal of the European Union
25.4.2013
(36) For
the
effective
supervision
of
the
requirements
laid
relating to the identity of eligible investors, and on the
down in this Regulation, a process for cross-border
use of the designation ‘EuVECA’ only by managers of
notifications between the competent supervisory auth
qualifying venture capital funds that are registered in
orities, to be triggered by the registration of a manager
accordance with this Regulation. A breach of those key
of a qualifying venture capital fund in its home Member
provisions should entail, where appropriate, the
State should also be established.
prohibition of the use of the designation and the
removal of the manager concerned from the register.
(37) In
order to maintain transparent conditions for the
marketing of qualifying venture capital funds across the
Union, the European Supervisory Authority (European
(42) Supervisory
information
should
be
exchanged
between
Securities and Markets Authority) (‘ESMA’), established
the competent authorities in the home and host
by Regulation (EU) No 1095/2010 of the European
Member States and ESMA.
Parliament and of the Council ( 1 ), should be entrusted
with maintaining a central database listing managers of
qualifying venture capital funds and the qualifying
venture capital funds that they manage that are registered
in accordance with this Regulation.
(43) Effective regulatory cooperation among the entities
tasked with supervising compliance with the uniform
criteria set out in this Regulation requires that a high
level of professional secrecy should apply to all relevant
national authorities and to ESMA.
(38) Where
the
competent
authority
of
the
host
Member
State
has clear and demonstrable grounds for believing that a
manager of a qualifying venture capital fund is acting in
breach of this Regulation within its territory, it should
promptly inform the competent authority of the home
Member State, which should take appropriate measures.
(44) In order to specify the requirements set out in this Regu
lation, the power to adopt acts in accordance with
Article 290 TFEU should be delegated to the
Commission in respect of the types of conflicts of
interests managers of qualifying venture capital funds
(39) If a manager of a qualifying venture capital fund persists
need to avoid and the steps to be taken in that
in acting in a manner that is clearly in conflict with this
respect. It is of particular importance that the
Regulation despite the measures taken by the competent
Commission carry out appropriate consultations during
authority of the home Member State or because the
its preparatory work, including at expert level. The
competent authority of the home Member State fails to
Commission, when preparing and drawing up delegated
take measures within a reasonable timeframe, the
acts, should ensure a simultaneous, timely and appro
competent authority of the host Member State should
priate transmission of relevant documents to the
be able, after informing the competent authority of the
European Parliament and to the Council.
home Member State, to take all the appropriate measures
in order to protect investors, including the possibility of
preventing the manager concerned from carrying out any
further marketing of its venture capital funds within the
territory of the host Member State.
(45) Technical
standards
in
financial
services
should
ensure
consistent harmonisation and a high level of supervision
across the Union. As a body with highly specialised
expertise, it would be efficient and appropriate to
entrust ESMA with the elaboration of draft implementing
(40) In order to ensure
the effective supervision of the
uniform criteria established in this Regulation, this Regu
technical standards where these do not involve policy
lation contains a list of supervisory powers that
choices, for submission to the Commission.
competent authorities must have at their disposal.
(46) The
Commission
should
be
empowered
to
adopt
imple
(41) In
order
to
ensure
proper
enforcement,
this
Regulation
menting technical standards by means of implementing
contains administrative penalties and other measures for
acts pursuant to Article 291 TFEU and in accordance
the breach of key provisions of this Regulation, which
with Article 15 of Regulation (EU) No 1095/2010.
are the rules on portfolio composition, on safeguards
ESMA should be entrusted with drafting implementing
technical standards for the format of the notification
( 1 ) OJ L 331, 15.12.2010, p. 84.
referred to in this Regulation.

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EN
25.4.2013 Official
Journal
of
the
European
Union L
115/7
(47) Within four years of the date of application of this Regu
(52) The
European
Investment
Fund
(EIF)
invests,
inter
alia,
in
lation, the Commission should conduct a review of this
venture capital funds across the Union. The measures in
Regulation in order to assess the development of the
this Regulation to allow for the easy identification of
venture capital market. The review should include a
venture capital funds with defined common features
general survey of the functioning of the rules in this
should make it easier for the EIF to identify venture
Regulation and the experience acquired in applying
capital funds under this Regulation as possible
them. On the basis of the review, the Commission
investment targets. The EIF should therefore be
should submit a report to the European Parliament and
encouraged to invest in qualifying venture capital funds.
to the Council accompanied, if appropriate, by legislative
proposals.
(53) This
Regulation
respects
fundamental
rights
and
observes
the principles recognised in particular by the Charter of
Fundamental Rights of the European Union, including
(48) Furthermore, within four years of the date of application
of this Regulation, the Commission should start a review
the right to respect for private and family life (Article 7)
of the interaction between this Regulation and other rules
and freedom to conduct a business (Article 16).
on collective investment undertakings and their
managers, in particular those of Directive 2011/61/EU.
In particular, that review should address the scope of this
Regulation assessing whether it is necessary to extend the
(54) Directive
95/46/EC
of
the
European
Parliament
and
of
scope to allow larger alternative investment funds
the Council of 24 October 1995 on the protection of
managers to use the designation ‘EuVECA’. On the
individuals with regard to the processing of personal data
basis of the review, the Commission should submit a
and on the free movement of such data ( 1 ) governs the
report to the European Parliament and to the Council
processing of personal data carried out in the Member
accompanied, if appropriate, by legislative proposals.
States in the context of this Regulation and under the
supervision of the Member States competent authorities,
in particular the public independent authorities
designated by the Member States. Regulation (EC) No
45/2001 of the European Parliament and of the
(49) In
the
context
of
that
review,
the
Commission
should
Council of 18 December 2000 on the protection of
evaluate any barriers that may have impeded the
individuals with regard to the processing of personal
uptake of the funds by investors, including the impact
data by the Community institutions and bodies and on
on institutional investors of other regulation as may
the free movement of such data
( 2 ), governs the
apply to them of a prudential nature. In addition, the
processing of personal data carried out by ESMA
Commission should gather data for assessing the
within the framework of this Regulation and under the
contribution of the designation ‘EuVECA’ to other
supervision of the European Data Protection Supervisor.
Union programmes, such as Horizon 2020, which also
seek to support innovation in the Union.
(55) This
Regulation
should
be
without
prejudice
to
the
appli
cation of State aid rules to qualifying venture capital
funds.
(50) In light of the Commission Communication of 6 October
2010 entitled ‘European 2020 Flagship Initiative: Inno
vation Union’ and the Commission Communication of
7 December 2011 entitled ‘An action plan to improve
access to finance for SMEs’, it is important to ensure the
(56) Since
the
objectives
of
this
Regulation,
namely
to
ensure
effectiveness of public schemes across the Union to
uniform requirements apply to the marketing of qual
support the venture capital market, and the coordination
ifying venture capital funds and to establish a simple
and mutual coherence of different Union policies aimed
registration system for managers of qualifying venture
at fostering innovation, including policies on competition
capital funds, thereby facilitating the marketing of qual
and research. A key focus of Union policies on inno
ifying venture capital funds throughout the Union, while
vation and growth is green technology, given the
taking full account of the need to balance safety and
objective of the Union to be a global leader on smart
reliability associated with the use of the designation
and sustainable growth and on energy and resource effi
‘EuVECA’ with the efficient operation of the venture
ciency, including in respect of financing for SMEs. When
capital market and the cost for its various stakeholders,
reviewing this Regulation, the Commission should assess
cannot be sufficiently achieved by the Member States and
its impact on progress towards that objective.
can therefore, by reason of its scale and effects, be better
achieved at Union level, the Union may adopt measures
in accordance with the principle of subsidiarity as set out
in Article 5 of the Treaty on European Union. In
accordance with the principle of proportionality, as set
(51) ESMA
should
assess
its
staffing
and
resources
needs
out in that Article, this Regulation does not go beyond
arising from the assumption of its powers and duties
what is necessary in order to achieve those objectives,
in accordance with this Regulation and submit a report
to the European Parliament, to the Council and to the
( 1 ) OJ L 281, 23.11.1995, p. 31.
Commission.
( 2 ) OJ L 8, 12.1.2001, p. 1.

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HAVE ADOPTED THIS REGULATION:
provided that, at all times in relation to the qualifying venture
capital funds that they manage, they:
CHAPTER I
(a) comply with the requirements laid down in Directive
SUBJECT MATTER, SCOPE AND DEFINITIONS
2011/61/EU; and
Article 1
This Regulation lays down uniform requirements and conditions
for managers of collective investment undertakings that wish to
(b) continue to comply with Articles 3 and 5 and points (c) and
use the designation ‘EuVECA’ in relation to the marketing of
(i) of Article 13(1) of this Regulation.
qualifying venture capital funds in the Union, thereby
contributing to the smooth functioning of the internal market.
3. Where
managers
of
qualifying
venture
capital
funds
are
external managers and are registered in accordance with
Article 14, they may additionally manage undertakings for
It also lays down uniform rules for the marketing of qualifying
collective investment in transferable securities (UCITS), subject
venture capital funds to eligible investors across the Union, for
to authorisation under Directive 2009/65/EC.
the portfolio composition of qualifying venture capital funds,
for the eligible investment instruments and techniques to be
used by qualifying venture capital funds as well as for the
organisation, conduct and transparency of managers that
market qualifying venture capital funds across the Union.
Article 3
For the purposes of this Regulation, the following definitions
apply:
Article 2
1. This Regulation applies to managers of collective (a) ‘collective investment undertaking’ means an AIF as defined
investment undertakings as defined in point (a) of Article 3
in point (a) of Article 4(1) of Directive 2011/61/EU;
that meet the following conditions:
(b) ‘qualifying venture capital fund’ means a collective
(a) their assets under management in total do not exceed the
investment undertaking that:
threshold referred to in point (b) of Article 3(2) of Directive
2011/61/EU;
(i) intends to invest at least 70 % of its aggregate capital
contributions and uncalled committed capital in assets
that are qualifying investments, calculated on the basis
(b) they are established in the Union;
of amounts investible after deduction of all relevant
costs and holdings in cash and cash equivalents,
within a time frame laid down in its rules or
instruments of incorporation;
(c) they are subject to registration with the competent auth
orities of their home Member State in accordance with
point (a) of Article 3(3) of Directive 2011/61/EU; and
(ii) does not use more than 30 % of its aggregate capital
contributions and uncalled committed capital for the
acquisition of assets other than qualifying investments,
calculated on the basis of amounts investible after
(d) they manage portfolios of qualifying venture capital funds.
deduction of all relevant costs and holdings in cash
and cash equivalents;
2. Where
the
total
assets
under
management
of
managers
of
qualifying venture capital funds registered in accordance with
(iii) is established within the territory of a Member State;
Article 14 subsequently exceed the threshold referred to in
point (b) of Article 3(2) of Directive 2011/61/EU, and where
those managers are therefore subject to authorisation in
accordance with Article 6 of that Directive, they may
(c) ‘manager of a qualifying venture capital fund’ means a legal
continue to use the designation ‘EuVECA’ in relation to the
person the regular business of which is managing at least
marketing of qualifying venture capital funds in the Union,
one qualifying venture capital fund;

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(d) ‘qualifying portfolio undertaking’ means an undertaking
the units or shares of the qualifying venture capital
that:
fund are intended to be marketed to ensure that
the third country fully complies with the standards
laid down in Article 26 of the OECD Model Tax
(i) at the time of an investment by the qualifying venture
Convention on Income and on Capital and ensures
capital fund
an effective exchange of information in tax matters,
including any multilateral tax agreements;
— is not admitted to trading on a regulated market or
on a multilateral trading facility (MTF) as defined in
points (14) and (15) of Article 4(1) of Directive
(e) ‘qualifying investments’ means any of the following instru
2004/39/EC,
ments:
— employs fewer than 250 persons, and
(i) equity or quasi-equity instruments that are issued by:
— has an annual turnover not exceeding EUR 50
million or an annual balance sheet total not
exceeding EUR 43 million;
— a qualifying portfolio undertaking and acquired
directly by the qualifying venture capital fund
(ii) is not itself a collective investment undertaking;
from the qualifying portfolio undertaking,
(iii) is not one or more of the following:
— a qualifying portfolio undertaking in exchange for
— a credit institution as defined in point (1) of
an equity security issued by the qualifying portfolio
Article 4 of Directive 2006/48/EC of the
undertaking, or
European Parliament and of the Council of
14 June 2006 relating to the taking up and
pursuit of the business of credit institutions ( 1 ),
— an undertaking of which the qualifying portfolio
undertaking is a majority-owned subsidiary and
— an investment firm as defined in point (1) of
which is acquired by the qualifying venture
Article 4(1) of Directive 2004/39/EC,
capital fund in exchange for an equity instrument
issued by the qualifying portfolio undertaking;
— an insurance undertaking as defined in point (1) of
Article 13 of Directive 2009/138/EC of the
European Parliament and of the Council of
(ii) secured or unsecured loans granted by the qualifying
25 November 2009 on the taking-up and pursuit
venture capital fund to a qualifying portfolio under
of the business of Insurance and Reinsurance
taking in which the qualifying venture capital fund
(Solvency II) ( 2 ),
already holds qualifying investments, provided that
no more than 30
% of the aggregate capital
contributions and uncalled committed capital in the
— a financial holding company as defined in point
qualifying venture capital fund is used for such loans;
(19) of Article 4 of Directive 2006/48/EC, or
— a mixed-activity holding company as defined in
(iii) shares of a qualifying portfolio undertaking acquired
point (20) of Article 4 of Directive 2006/48/EC;
from existing shareholders of that undertaking;
(iv) is established within the territory of a Member State, or
in a third country provided that the third country:
(iv) units or shares of one or several other qualifying
venture capital funds, provided that those qualifying
— is not listed as a Non-Cooperative Country and
venture capital funds have not themselves invested
Territory by the Financial Action Task Force on
more than 10
% of their aggregate capital
Anti-Money Laundering and Terrorist Financing,
contributions and uncalled committed capital in qual
ifying venture capital funds;
— has signed an agreement with the home Member
State of the manager of a qualifying venture capital
fund and with each other Member State in which
(f) ‘relevant
costs’
means
all
fees,
charges
and
expenses
which
are directly or indirectly borne by investors and which are
( 1 ) OJ L 177, 30.6.2006, p. 1.
agreed between the manager of a qualifying venture capital
( 2 ) OJ L 335, 17.12.2009, p. 1.
fund and the investors therein;

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25.4.2013
(g) ‘equity’ means ownership interest in an undertaking, repre
CHAPTER II
sented by the shares or other forms of participation in the
capital of the qualifying portfolio undertaking, issued to its
CONDITIONS FOR THE USE OF THE DESIGNATION ‘EuVECA’
investors;
Article 4
Managers of qualifying venture capital funds that comply with
the requirements set out in this Chapter shall be entitled to use
(h) ‘quasi-equity’ means any type of financing instrument
the designation ‘EuVECA’ in relation to the marketing of qual
which is a combination of equity and debt, where the
ifying venture capital funds in the Union.
return on the instrument is linked to the profit or loss of
the qualifying portfolio undertaking and where the
repayment of the instrument in the event of default is
not fully secured;
Article 5
1. Managers
of
qualifying
venture
capital
funds
shall
ensure
that, when acquiring assets other than qualifying investments,
(i) ‘marketing’
means
a
direct
or
indirect
offering
or
placement
no more than 30 % of the fund’s aggregate capital contributions
at the initiative of the manager of a qualifying venture
and uncalled committed capital is used for the acquisition of
capital fund, or on its behalf, of units or shares of a
such assets. The 30 % threshold shall be calculated on the basis
venture capital fund it manages to or with investors
of amounts investible after the deduction of all relevant costs.
domiciled or with a registered office in the Union;
Holdings in cash and cash equivalents shall not be taken into
account for calculating that threshold as cash and cash equiv
alents are not to be considered as investments.
(j) ‘committed capital’ means any commitment pursuant to
which an investor is obliged, within the time frame laid
down in the rules or instruments of incorporation of the
2. Managers of qualifying venture capital funds shall not
qualifying venture capital fund, to acquire an interest in, or
employ at the level of the qualifying venture capital fund any
to make capital contributions to, that fund;
method by which the exposure of the fund will be increased
beyond the level of its committed capital, whether through
borrowing of cash or securities, the engagement into derivative
positions or by any other means.
(k) ‘home Member State’ means the Member State where the
manager of a qualifying venture capital fund is established
and is subject to registration with the competent authorities
in accordance with point (a) of Article 3(3) of Directive
2011/61/EU;
3. Managers
of
qualifying
venture
capital
funds
may
only
borrow, issue debt obligations or provide guarantees at the
level of the qualifying venture capital fund where such
borrowings, debt obligations or guarantees are covered by
(l) ‘host Member State’ means the Member State, other than
uncalled commitments.
the home Member State, where the manager of a qualifying
venture capital fund markets qualifying venture capital
funds in accordance with this Regulation;
Article 6
1. Managers of qualifying venture capital funds shall market
(m) ‘competent authority’ means the national authority which
the units and shares of qualifying venture capital funds
the home Member State designates, by law or regulation, to
exclusively to investors which are considered to be professional
undertake the registration of managers of collective
clients in accordance with Section I of Annex II to Directive
investment undertakings falling within the scope of this
2004/39/EC or which may, on request, be treated as profes
Regulation.
sional clients in accordance with Section II of Annex II to
Directive 2004/39/EC, or to other investors that:
In regard to point (c) of the first subparagraph, where the legal
form of a qualifying venture capital fund permits internal
(a) commit to investing a minimum of EUR 100 000; and
management and where the governing body of the fund does
not appoint an external manager, the qualifying venture capital
fund itself shall be registered as the manager of a qualifying
venture capital fund in accordance with Article 14. A qualifying
venture capital fund that is registered as an internal manager of
(b) state in writing, in a separate document from the contract
a qualifying venture capital fund shall not be registered as an
to be concluded for the commitment to invest, that they are
external manager of a qualifying venture capital fund of other
aware of the risks associated with the envisaged
collective investment undertakings.
commitment or investment.

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2. Paragraph
1
shall
not
apply
to
investments
made
by qualifying venture capital fund, and, in particular, shall not
executives, directors or employees involved in the management
prevent that manager from acting, or the qualifying venture
of a manager of a qualifying venture capital fund when
capital fund from being managed, in the best interests of the
investing in the qualifying venture capital funds that they
investors therein.
manage.
Article 7
Article 9
Managers of qualifying venture capital funds shall, in relation to
1. Managers of qualifying venture capital funds shall identify
the qualifying venture capital funds they manage:
and avoid conflicts of interest and, where they cannot be
avoided, manage and monitor and, in accordance with
paragraph 4, disclose promptly, those conflicts of interest in
order to prevent them from adversely affecting the interests
(a) act honestly, fairly and with due skill, care and diligence in
of the qualifying venture capital funds and the investors
conducting their activities;
therein and to ensure that the qualifying venture capital funds
they manage are fairly treated.
(b) apply appropriate policies and procedures for preventing
malpractices that can reasonably be expected to affect the
interests of the investors and the qualifying portfolio under
2. Managers of qualifying venture capital funds shall identify
takings;
in particular those conflicts of interest that may arise between:
(c) conduct their business activities in such a way as to
promote the best interests of the qualifying venture capital
(a) managers of qualifying venture capital funds, persons who
funds they manage, the investors therein and the integrity of
effectively conduct the business of those managers,
the market;
employees of, or any person who directly or indirectly
controls or is controlled by, those managers, and the qual
ifying venture capital fund managed by those managers, or
(d) apply a high level of diligence in the selection and ongoing
the investors therein;
monitoring of investments in qualifying portfolio under
takings;
(b) the qualifying venture capital fund or the investors therein,
and another qualifying venture capital fund managed by the
(e) possess adequate knowledge and understanding of the qual
same manager, or the investors therein;
ifying portfolio undertakings in which they invest;
(f) treat their investors fairly;
(c) the qualifying venture capital fund or the investors therein,
and a collective investment undertaking or UCITS managed
by the same manager, or the investors therein.
(g) ensure that no investor obtains preferential treatment,
unless such preferential treatment is disclosed in the rules
or instruments of incorporation of the qualifying venture
capital fund.
3. Managers
of qualifying
venture
capital
funds shall
maintain and operate effective organisational and administrative
arrangements in order to comply with the requirements set out
Article 8
in paragraphs 1 and 2.
1. Where a manager of a qualifying venture capital fund
delegates functions to third parties, the manager’s liability
towards the qualifying venture capital fund or the investors
therein shall remain unaffected. The manager shall not
4. Disclosures of conflicts of interest as referred to in
delegate functions to the extent that, in essence, it can no
paragraph 1 shall be provided, where organisational
longer be considered to be the manager of a qualifying
arrangements made by a manager of a qualifying venture
venture capital fund and to the extent that it becomes a
capital fund to identify, prevent, manage and monitor
letter-box entity.
conflicts of interest are not sufficient to ensure, with reasonable
confidence, that risks of damage to investors’ interests will be
prevented. A manager of a qualifying venture capital fund shall
disclose in clear terms the general nature or sources of conflicts
2. Any delegation of functions under paragraph 1 shall not
of interest to the investors before undertaking business on their
undermine the effectiveness of supervision of the manager of a
behalf.

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L 115/12
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25.4.2013
5. The
Commission
shall
be
empowered
to
adopt
delegated of qualifying venture capital funds and the investors. Managers
acts in accordance with Article 25 specifying:
of qualifying venture capital funds shall provide the report to
investors on request. Managers of qualifying venture capital
funds and investors may agree to make additional disclosures
to each other.
(a) the types of conflicts of interest referred to in paragraph 2
of this Article;
2. An
audit
of
the
qualifying
venture
capital
fund
shall
be
conducted at least annually. The audit shall confirm that money
(b) the steps that managers of qualifying venture capital funds
and assets are held in the name of the qualifying venture capital
must take, in terms of structures and organisational and
fund and that the manager of a qualifying venture capital fund
administrative procedures in order to identify, prevent,
has established and maintained adequate records and checks in
manage, monitor and disclose conflicts of interest.
respect of the use of any mandate or control over the money
and assets of the qualifying venture capital fund and the
investors therein.
Article 10
1. At
all
times,
managers
of
qualifying
venture
capital
funds
shall have sufficient own funds and shall use adequate and
3. Where
the
manager
of
a
qualifying
venture
capital
fund
is
appropriate human and technical resources as necessary for
required to make public an annual financial report in
the proper management of the qualifying venture capital
accordance with Article 4 of Directive 2004/109/EC of the
funds that they manage.
European Parliament and of the Council of 15 December
2004 on the harmonisation of transparency requirements in
relation to information about issuers whose securities are
admitted to trading on a regulated market ( 1 ) in relation to
2. At
all
times,
managers
of
qualifying
venture
capital
funds the qualifying venture capital fund, the information referred to
shall ensure that they are able to justify the sufficiency of their
in paragraph 1 may be provided separately or as an additional
own funds to maintain operational continuity and disclose their
part of the annual financial report.
reasoning as to why those funds are sufficient as specified in
Article 13.
Article 13
Article 11
1. Managers
of
qualifying
venture
capital
funds
shall,
in
relation to the qualifying venture capital funds that they
1. Rules for the valuation of assets shall be laid down in the
manage, inform their investors, prior to the investment
rules or instruments of incorporation of the qualifying venture
decision of the latter, in a clear and understandable manner,
capital fund and shall ensure a sound and transparent valuation
of the following:
process.
(a) the identity of that manager and any other service providers
2. The
valuation
procedures
used
shall
ensure
that
the
assets
contracted by that manager in relation to their management
are valued properly and that the asset value is calculated at least
of the qualifying venture capital funds, and a description of
annually.
their duties;
Article 12
(b) the amount of own funds available to that manager and a
1. Managers
of
qualifying
venture
capital
funds
shall
make
detailed statement as to why that manager considers that
available an annual report to the competent authority of the
amount to be sufficient for maintaining the adequate human
home Member State for each qualifying venture capital fund
and technical resources necessary for the proper
that they manage, by six months following the end of the
management of its qualifying venture capital funds;
financial year. The report shall describe the composition of
the portfolio of the qualifying venture capital fund and the
activities of the previous year. It shall also disclose the profits
earned by the qualifying venture capital fund at the end of its
(c) a description of the investment strategy and objectives of
life and, where applicable, the profits distributed during its life.
the qualifying venture capital fund, including:
It shall contain the audited financial accounts for the qualifying
venture capital fund.
(i) the types of the qualifying portfolio undertakings in
which it intends to invest;
The annual report shall be produced in accordance with existing
reporting standards and the terms agreed between the managers
( 1 ) OJ L 390, 31.12.2004, p. 38.

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(ii) any other qualifying venture capital funds in which it
3. Where
the
qualifying
venture
capital
fund
is
required
to
intends to invest;
publish a prospectus, in accordance with Directive 2003/71/EC
of the European Parliament and of the Council of 4 November
2003 on the prospectus to be published when securities are
(iii) the types of qualifying portfolio undertakings in which
offered to the public or admitted to trading ( 1 ), or in accordance
any other qualifying venture capital fund, as referred to
with national law in relation to the qualifying venture capital
in point (ii), intends to invest;
fund, the information referred to in paragraph 1 of this Article
may be provided separately or as a part of the prospectus.
(iv) the non-qualifying investments which it intends to
make;
CHAPTER III
SUPERVISION AND ADMINISTRATIVE COOPERATION
(v) the techniques that it intends to employ; and
Article 14
1. Managers
of
qualifying
venture
capital
funds
that
intend
to
use designation ‘EuVECA’ for the marketing of their qualifying
(vi) any applicable investment restrictions;
venture capital funds shall inform the competent authority of
their home Member State of their intention and shall provide
the following information:
(d) a description of the risk profile of the qualifying venture
capital fund and any risks associated with the assets in
which the fund may invest or investment techniques that
may be employed;
(a) the identity of the persons who effectively conduct the
business of managing qualifying venture capital funds;
(e) a description of the qualifying venture capital fund’s
valuation procedure and of the pricing methodology for
the valuation of assets, including the methods used for
(b) the identity of the qualifying venture capital funds, the units
the valuation of qualifying portfolio undertakings;
or shares of which are to be marketed and their investment
strategies;
(f) a description of how the remuneration of the manager of a
qualifying venture capital fund is calculated;
(c) information on the arrangements made for complying with
the requirements of Chapter II;
(g) a description of all relevant costs and of the maximum
amounts thereof;
(d) a list of Member States where the manager of a qualifying
venture capital fund intends to market each qualifying
(h) where available, the historical financial performance of the
venture capital fund;
qualifying venture capital fund;
(e) a list of Member States where the manager of a qualifying
(i) the business support services and the other support
venture capital fund has established, or intends to establish,
activities provided by the manager of a qualifying venture
qualifying venture capital funds.
capital fund or arranged through third parties in order to
facilitate the development, growth or in some other respect
the ongoing operations of the qualifying portfolio under
takings in which the qualifying venture capital fund invests,
or, where these services or activities are not provided, an
2. The
competent
authority
of
the
home
Member
State
shall
explanation of that fact;
only register the manager of a qualifying venture capital fund if
the following conditions are met:
(j) a description of the procedures by which the qualifying
venture capital fund may change its investment strategy or
(a) the persons who effectively conduct the business of
investment policy, or both.
managing qualifying venture capital funds are of sufficiently
good repute and are sufficiently experienced also in relation
to the investment strategies pursued by the manager of a
2. All
of
the
information
referred
to
in
paragraph
1
shall
be
qualifying venture capital fund;
fair, clear and not misleading. It shall be kept up to date and
reviewed regularly where relevant.
( 1 ) OJ L 345, 31.12.2003, p. 64.

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(b) the information required under paragraph 1 is complete;
5. Power
is
conferred
on
the
Commission
to
adopt
the
implementing technical standards referred to in paragraph 3
of this Article in accordance with the procedure laid down in
(c) the arrangements notified according to point (c) of
Article 15 of Regulation (EU) No 1095/2010.
paragraph 1 are suitable for complying with the
requirements of Chapter II;
Article 17
(d) the list notified under point (e) of paragraph 1 of this
ESMA shall maintain a central database, publicly accessible on
Article reveals that all of the qualifying venture capital
the internet, listing all managers of qualifying venture capital
funds are established in accordance with point (b)(iii) of
funds registered in accordance with Article 14, and the qual
Article 3.
ifying venture capital funds that they market, as well as the
countries in which those funds are marketed.
3. Registration
under
this
Article
shall
be
valid
in
the
entire
territory of the Union and shall allow managers of qualifying
Article 18
venture capital funds to market qualifying venture capital funds
1. The
competent
authority
of
the
home
Member
State
shall
under the designation ‘EuVECA’ throughout the Union.
supervise compliance with the requirements laid down in this
Regulation.
Article 15
Managers of qualifying venture capital funds shall inform the
2. Where
there
are
clear
and
demonstrable
grounds
that
lead
competent authority of the home Member State where they
the competent authority of the host Member State to believe
intend to market:
that the manager of a qualifying venture capital fund is in
breach of this Regulation within its territory, it shall promptly
inform the competent authority of the home Member State
(a) a new qualifying venture capital fund; or
accordingly. The competent authority of the home Member
State shall take appropriate measures.
(b) an existing qualifying venture capital fund in a Member
State not mentioned in the list referred to in point (d) of
3. If
the
manager
of
a
qualifying
venture
capital
fund
persists
Article 14(1).
in acting in a manner that is clearly in breach of this Regulation
despite measures taken by the competent authority of the home
Member State or because that competent authority has failed to
Article 16
take measures within reasonable time, the competent authority
of the host Member State may, after informing the competent
1. Immediately after the registration of a manager of a qual
authority of the home Member State, take all the appropriate
ifying venture capital fund, the addition of a new qualifying
measures in order to protect investors, including prohibiting the
venture capital fund, the addition of a new domicile for the
manager of a qualifying venture capital fund from carrying out
establishment of a qualifying venture capital fund or the
any further marketing of its qualifying venture capital funds
addition of a new Member State where a manager of a qual
within the territory of the host Member State.
ifying venture capital fund intends to market qualifying venture
capital funds, the competent authority of the home Member
State shall notify the Member States indicated in accordance
with point (d) of Article 14(1) and ESMA, accordingly.
Article 19
Competent authorities shall, in accordance with national law,
have all supervisory and investigatory powers that are necessary
2. The
host
Member
States
indicated
in
accordance
with for the exercise of their functions. They shall, in particular, have
point (d) of Article 14(1) shall not impose, on the manager
the power to:
of a qualifying venture capital fund registered in accordance
with Article 14, any requirements or administrative procedures
in relation to the marketing of its qualifying venture capital
funds, nor shall they require any approval of the marketing
(a) request access to any document in any form, and to receive
prior to its commencement.
or take a copy thereof;
3. In
order
to
ensure
uniform
application
of
this
Article, (b) require the manager of a qualifying venture capital fund to
ESMA shall develop draft implementing technical standards to
provide information without delay;
determine the format of notification under this Article.
(c) require information from any person related to the activities
4. ESMA
shall
submit
those
draft
implementing
technical
of the manager of a qualifying venture capital fund or of the
standards to the Commission by 16 February 2014.
qualifying venture capital fund;

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(d) carry out on-site inspections with or without prior
(f) fails to act honestly, fairly or with due skill, care or dili
announcement;
gence, in conducting their business, in breach of point (a) of
Article 7;
(e) take appropriate measures to ensure that a manager of a
qualifying venture capital fund continues to comply with
(g) fails to apply appropriate policies and procedures for
this Regulation;
preventing malpractices, in breach of point (b) of Article 7;
(f) issue an order to ensure that a manager of a qualifying
(h) repeatedly fails to comply with the requirements under
venture capital fund complies with this Regulation and
Article 12 regarding the annual report;
desists from a repetition of any conduct that may consist
of a breach of this Regulation.
(i) repeatedly fails to comply with the obligation to inform
investors in accordance with Article 13.
Article 20
1. Member
States
shall
lay
down
the
rules
on
administrative
penalties and other measures applicable to breaches of the
2. In the cases referred to in paragraph 1 the competent
provisions of this Regulation and shall take all measures
authority of the home Member State shall, as appropriate:
necessary to ensure that they are implemented. The adminis
trative penalties and other measures provided for shall be
effective, proportionate and dissuasive.
(a) take measures to ensure that the manager of a qualifying
venture capital fund concerned complies with Articles 5 and
6, points (a) and (b) of Article 7 and Articles 12, 13 and 14;
2. By
16
May
2015
the
Member
States
shall
notify
the
Commission and ESMA of the rules referred to in paragraph
1. They shall notify the Commission and ESMA without delay
of any subsequent amendment thereto.
(b) prohibit the use of the designation ‘EuVECA’ and remove
the manager of a qualifying venture capital fund concerned
from the register.
Article 21
1. The
competent
authority
of
the
home
Member
State
shall, 3. The
competent
authority
of
the
home
Member
State
shall
while respecting the principle of proportionality, take the appro
inform the competent authorities of the host Member States in
priate measures referred to in paragraph 2 where a manager of
accordance with point (d) of Article 14(1) and ESMA, without
a qualifying venture capital fund:
delay, of the removal of the manager of a qualifying venture
capital fund from the register referred to in point (b) of
paragraph 2 of this Article.
(a) fails to comply with the requirements that apply to
portfolio composition, in breach of Article 5;
4. The
right
to
market
one
or
more
qualifying
venture
capital
funds under the designation ‘EuVECA’ expires with immediate
effect from the date of the decision of the competent authority
(b) markets, in breach of Article 6, the units and shares of a
referred to in point (b) of paragraph 2.
qualifying venture capital fund to non-eligible investors;
Article 22
(c) uses the designation ‘EuVECA’ but is not registered in
accordance with Article 14;
1. Competent
authorities
and
ESMA
shall
cooperate
with
each other for the purpose of carrying out their respective
duties under this Regulation in accordance with Regulation
(EU) No 1095/2010.
(d) uses the designation ‘EuVECA’ for the marketing of funds
which are not established in accordance with point (b)(iii) of
Article 3;
2. Competent
authorities
and
ESMA
shall
exchange
all
information and documentation necessary to carry out their
respective duties under this Regulation in accordance with
(e) has obtained registration through false statements or any
Regulation (EU) No 1095/2010, in particular to identify and
other irregular means, in breach of Article 14;
remedy breaches of this Regulation.

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L 115/16
EN
Official Journal of the European Union
25.4.2013
Article 23
3. The
delegation
of
power
referred
to
in
Article
9(5)
may
be
revoked at any time by the European Parliament or by the
1. All persons who work or who have worked for the
Council. A decision to revoke shall put an end to the delegation
competent authorities or for ESMA, as well as auditors and
of the power specified in that decision. It shall take effect the
experts instructed by the competent authorities or by ESMA,
day following the publication of the decision in the Official
are bound by the obligation of professional secrecy. No
Journal of the European Union or at a later date specified
confidential information which those persons receive in the
therein. It shall not affect the validity of any delegated acts
course of their duties shall be divulged to any person or
already in force.
authority whatsoever, save in summary or aggregate form
such that managers of qualifying venture capital funds and
qualifying venture capital funds cannot be individually ident
ified, without prejudice to cases covered by criminal law and
proceedings under this Regulation.
4. As
soon
as
it
adopts
a
delegated
act,
the
Commission
shall
notify it simultaneously to the European Parliament and to the
Council.
2. The
competent
authorities
of
the
Member
States
or
ESMA
shall not be prevented from exchanging information in
5. A
delegated
act
adopted
pursuant
to
Article
9(5)
shall
accordance with this Regulation or other Union law applicable
enter into force only if no objection has been expressed
to managers of qualifying venture capital funds and qualifying
either by the European Parliament or the Council within a
venture capital funds.
period of three months of notification of that act to the
European Parliament and to the Council or if, before the
expiry of that period, the European Parliament and the
Council have both informed the Commission that they will
3. Where
competent
authorities
or
ESMA
receive
confidential not object. That period shall be extended by three months at
information in accordance with paragraph 2, they may use it
the initiative of the European Parliament or the Council.
only in the course of their duties and for the purpose of admin
istrative and judicial proceedings.
Article 26
1. The Commission shall review this Regulation in
Article 24
accordance with paragraph 2. The review shall include a
general survey of the functioning of the rules in this Regulation
In the event of disagreement between competent authorities of
and the experience acquired in applying them, including:
Member States on an assessment, action or omission of one
competent authority in areas where this Regulation requires
cooperation or coordination between competent authorities
from more than one Member State, competent authorities
(a) the extent to which the designation ‘EuVECA’ has been used
may refer the matter to ESMA, which may act in accordance
by managers of qualifying venture capital funds in different
with the powers conferred on it under Article 19 of Regulation
Member States, whether domestically or on a cross-border
(EU) No 1095/2010, in so far as the disagreement is not related
basis;
to point (b)(iii) or to point (d)(iv) of Article 3 of this Regulation.
(b) the geographical and sectoral distribution of investments
CHAPTER IV
undertaken by qualifying venture capital funds;
TRANSITIONAL AND FINAL PROVISIONS
Article 25
(c) the appropriateness of the information requirements under
1. The
power
to
adopt
delegated
acts
is
conferred
on
the
Article 13, in particular whether they are sufficient to enable
Commission subject to the conditions laid down in this Article.
investors to take an informed investment decision;
2. The
delegation
of
power
referred
to
in
Article
9(5)
shall
be
(d) the use of the different qualifying investments by managers
conferred on the Commission for a period of four years from
of qualifying venture capital funds and, in particular,
15 May 2013. The Commission shall draw up a report in
whether there is a need to adjust the qualifying investments
respect of the delegation of powers not later than nine
in this Regulation;
months before the end of the four-year period. The delegation
of power shall be tacitly extended for periods of an identical
duration, unless the European Parliament or the Council
opposes such extension not later than three months before
(e) the possibility of extending the marketing of qualifying
the end of each period.
venture capital funds to retail investors;

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EN
25.4.2013 Official
Journal
of
the
European
Union L
115/17
(f) the effectiveness, proportionality and application of admin
European Parliament and to the Council, accompanied, if appro
istrative penalties and other administrative measures
priate, by a legislative proposal.
provided for by Member States in accordance with this
Regulation;
Article 27
(g) the impact of this Regulation on the venture capital market;
1. By
22
July
2017,
the
Commission
shall
start
a
review
of
the interaction between this Regulation and other rules on
(h) the possibility of allowing venture capital funds established
collective investment undertakings and their managers, in
in a third country to use the designation ‘EuVECA’, taking
particular those laid down in Directive 2011/61/EU. That
into account experience in applying the Commission
review shall address the scope of this Regulation. It shall
Recommendation regarding measures intended to
gather data for assessing whether it is necessary to extend the
encourage third countries to apply minimum standards of
scope to allow for managers of venture capital funds with assets
good governance in tax matters;
under management that in total exceed the threshold provided
for in Article 2(1) to become managers of qualifying venture
(i) the appropriateness of complementing this Regulation with
capital funds in accordance with this Regulation.
a depositary regime;
(j) an evaluation of any barriers that may have impeded
2. Following
the
review
referred
to
in
paragraph
1,
and
after
investment into funds using the designation ‘EuVECA’,
consulting ESMA, the Commission shall submit a report to the
including the impact on institutional investors of other
European Parliament and to the Council, accompanied, if appro
Union law of a prudential nature.
priate, by a legislative proposal.
2. The
review
referred
to
in
paragraph
1
shall
be
conducted:
Article 28
(a) by 22 July 2017 as regards points (a) to (g), (i) and (j); and
This Regulation shall enter into force on the twentieth day
following that of its publication in the Official Journal of the
European Union.
(b) by 22 July 2015 as regards point (h).
3. Following
the
review
referred
to
in
paragraph
1,
and
after It shall apply from the 22 July 2013, except for Article 9(5),
consulting ESMA, the Commission shall submit a report to the
which shall apply from 15 May 2013.
This Regulation shall be binding in its entirety and directly applicable in all Member States.
Done at Strasbourg, 17 April 2013.
For the European Parliament
For the Council
The President
The President
M. SCHULZ
L. CREIGHTON

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