Investment Funds in France 2026: FCPR / FPCI / SLP Legal Structuring under AMF/AIFM Obligations

Structuring a French investment vehicle involves choosing a legal envelope adapted to the strategy, target investors and tax constraints. Three vehicles dominate: FCPR, FPCI and SLP, governed by the French Monetary and Financial Code and the AIFM Directive.

1. General legal framework

1.1. AIFM Directive

2011/61/EU Directive (AIFMD) imposes a harmonised framework: AMF authorisation of management company, capital requirements, separation of functions, independent depositary, reporting.

1.2. AMF supervision

The AMF authorises management companies (SGP). Depending on AUM threshold:

< €100M (with leverage) or < €500M (without leverage, 5-year lock-up): light regime.
Beyond: full AIFMD regime.

1.3. French / European law articulation

FCPR/FPCI/SLP are French AIFs, benefiting from the European passport for marketing to professional investors EU-wide.

2. FCPR: venture capital mutual fund

2.1. Definition

Articles L. 214-28 et seq. MFC. Co-ownership of securities without legal personality. "Retail" FCPR can be marketed to non-professional investors.

2.2. Quotas

At least 50% of unlisted company securities (or growth market listed), 24-month progressive achievement period.

2.3. Tax regime of unit holders

French resident individuals: capital gains exemption under conditions (5-year holding commitment, distribution reinvestment).

2.4. Variants

FCPI: 18% income tax reduction at subscription.
FIP: regional targeting.

3. FPCI: professional private equity fund

3.1. Definition

Articles L. 214-159 et seq. MFC. Reserved for professional investors (MiFID II) or subscribers ≥ €100,000.

3.2. Contractual flexibility

No mandatory AMF prospectus (rules deposited).
No prior AMF fund authorisation.
Free quotas and rules.

3.3. Advantages

AIFM passport, structuring flexibility (carried interest, hurdle rate, catch-up), favourable carry tax regime (Art. 150-0 A bis CGI).

4. SLP: free partnership company

4.1. Definition

Macron Law 2015 (Art. L. 214-162-1 et seq. MFC). Limited partnership with legal personality, investment purpose.

4.2. Distinctive characteristics

Legal personality: capacity to contract, sue, hold assets.
Maximum contractual flexibility: bylaws entirely free between LP and GP.
Tax transparency: income taxed directly at partner level.

4.3. Preferred use cases

Infrastructure, real estate, private debt funds, complex international co-investments, Anglo-Saxon LP/GP-style structures.

5. Comparative table

Criterion	FCPR	FPCI	SLP
Legal form	Co-ownership	Co-ownership	Limited partnership
Investors	All	Professionals (≥ €100K)	Professionals
Mandatory quotas	50% unlisted	Free	Free
Fund AMF authorisation	Yes	No (declaration)	No (declaration)
Tax regime	Transparent	Transparent	Transparent
AIFM passport	Yes	Yes	Yes
Carried interest	Possible	Standard	Standard

6. Carried interest: legal and tax regime

6.1. Definition

Share of fund capital gain attributed to managers (typically 20%), beyond preferred LP return (hurdle rate ~8%).

6.2. Tax regime (Art. 150-0 A bis CGI)

PFU 30% conditions: subscription of at least 1% of fund, 5-year holding minimum, minimum investment ceiling. Failing this: requalification as salaries (45% + SC).

6.3. Wendel case law

Conseil d'État, 13 July 2021, no. 437498 (Wendel): qualification criteria, notably real risk for beneficiary and consistency with market value of investment.

7. SGP operational obligations

Minimum capital: €125K + 0.02% of assets > €250M.
AIFM-aligned remuneration policy.
Independent depositary.
Quarterly and annual AMF reporting.
AML-CFT compliance and GDPR.

8. Internal linking and expertise

Conclusion

The SLP has emerged for sophisticated professional funds thanks to its contractual flexibility and legal personality, while the FPCI remains the reference envelope for French private equity. Rigorous structuring, articulated with an AMF-authorised SGP, is essential.

Investment Funds in France 2026: FCPR, FPCI, SLP — Legal Structuring & AMF/AIFM Obligations