Strategic View: Autorité des Marchés Financiers issues ruling that certain real estate club deals must be regulated as Autres FIA. Decision impacts structures raising capital from multiple investors with defined investment policies. Hotel sector deals triggered AMF review.
In its September 9, 2025 decision, the AMF examined a structure around the “Aigle noir” hotel and concluded that what was presented as a club deal actually met the criteria of an “Other AIF.” Key factors included capital raising, collective investment, and predefined strategy.
Full story: French regulators just changed the game. The AMF issued a critical ruling. Certain real estate club deals need formal authorization. They must register as Autres FIA. That’s the French alternative investment fund framework. The decision creates ripples across the industry. Two hotel sector club deals triggered the review. What did the AMF find? These structures looked like funds.
In more details, legal commentaries from Couderc Dinh and OPADEO emphasize three pillars driving the requalification: pooled capital from several investors, a common investment policy defined ex ante, and a targeted hospitality strategy with specific holding conditions. These features aligned the vehicle with AIF definitions rather than pure co-investment.
The AMF applied substance-over-form analysis. Several factors mattered. First, capital came from multiple investors. Second, a defined investment policy existed. Third, collective returns were the objective. Fourth, marketing materials specified investment criteria. Geography, hold periods, and target returns were all detailed. The AMF concluded: this is portfolio management. The sponsor acts as société de gestion. Regulatory authorization becomes mandatory. Capital requirements apply. Governance frameworks are required. Risk management must be formalized.
Many French club deal sponsors operated outside fund regulations. They treated structures as corporate co-investments. The AMF disagrees. This creates challenges. Compliance costs will rise. Time-to-market extends. Distribution may be restricted. Only professional or qualified investors might qualify. But there’s a silver lining. Regulatory oversight enhances investor confidence. Minimum governance standards protect capital. Transparency improves. Fiduciary oversight strengthens. Asset managers now seek legal guidance. They’re restructuring existing club deals. New launches require compliance planning. The ruling brings clarity after years of ambiguity. France’s club deal market will professionalize.
Practically, French club-deal sponsors must now reassess whether their structures fall within the AIF perimeter and, if so, comply with AIFM requirements or adjust toward genuine deal-by-deal co-investments without collective policy. This should enhance investor protection while still allowing sophisticated, regulated club structures in real assets.
Summary: The AMF’s ruling that certain French real estate club deals require Autres FIA authorization represents a watershed moment for the industry. While compliance obligations increase, the decision provides regulatory clarity and may ultimately strengthen investor confidence through enhanced governance and transparency standards.
Source: OPADEO
