Global Registration Services Market Update Q4 2025

Introduction

Welcome to the Q4 2025 edition of the Global Registration Services Market Update, brought to you by the Maples Group. This briefing covers the period from October to December 2025 and provides an overview of the latest regulatory changes and fee adjustments affecting the cross-border distribution of investment funds.

Key updates from multiple jurisdictions across Europe, Middle East, Asia Pacific and the Americas are highlighted, with important topics flagged for your attention.

Our aim is to keep you informed of the evolving regulatory landscape related to the cross-border marketing of funds to ensure your compliance and strategic planning are well-supported. We trust you will find this update insightful and beneficial for your ongoing operations.

How the Maples Group Can Help

The Maples Group's Global Registration Services is integrated within our Funds & Investment Management Group and provides cross-border fund registration services in all key distribution markets. Our core services provide support throughout the distribution chain to include market intelligence, market entry (through private placement or public offering) and maintenance of ongoing reporting and filing obligations.

Further Information

Should you require any further information or assistance in relation to marketing your fund products on a cross-border basis, please visit our dedicated webpage or contact the following or any member of the Maples Group GRS team

Contacts

Dublin
Emma Conaty
Head of Global Registration Services
emma.conaty@maples.com

Acknowledgements

We greatly acknowledge the contribution of Emma Hanway to this quarter's Update.

Q4 2025 Updates

Europe

European Commission's Market Infrastructure Package (MIP)

On 4 December 2025, the European Commission proposed a set of amendments by way of press release, proposing amendments across market rules to reduce fragmentation, the removal of cross-border barriers and a better integration into EU capital markets.

The package targets barriers across trading, post-trading and asset management, seeking to narrow cost differentials between domestic and cross-border activity. The legislative package targets four fronts: market integration, passporting, innovation and supervision, alongside a general simplification drive to reduce burdens and eliminate gold-plating.

• Removing barriers and leveraging scale. The measures harmonise and streamline rules across trading venues and post-trade infrastructures to reduce duplicative requirements and facilitate cross-border operations. A new single licence for Pan-European Market Operators ("PEMOs") will allow operators to run trading venues across multiple Member States under one authorisation, supporting consolidation and operational efficiency.
• Harmonising marketing communications: Article 4 of Cross‑Border Distribution Regulation ("CBDR") would be amended to clarify responsibility for marketing communications. AIFMs, EuVECA and EuSEF managers and UCITS management companies must ensure compliance with the communications requirements even where marketing is delegated. However, where independent third‑party distributors act on their own behalf such that the manager is no longer in control of the marketing function, the manager would not be directly subject to those communications requirements. Host Member States would be prohibited from imposing additional communications requirements beyond Article 4, enhancing legal certainty for pan‑EU campaigns. The Commission would be empowered to adopt delegated acts specifying the format and content of marketing communications, further standardising expectations across the Union. To reduce divergence, several existing CBDR provisions on communications and fees would be deleted. A new Article 7 would remove host‑state prior notification of marketing communications. Instead, if a host authority believes communications are non‑compliant, it may request action by the home authority and, if unsatisfied, refer the matter to ESMA.
• Passporting upgrades. The Commission proposes clearer, more effective passporting for regulated markets and CSDs. The proposal would replace existing CBDR Article 12 with an ESMA data platform, capturing information on UCITS and AIFs marketed cross‑border, notification documentation and subsequent changes, as well as de‑notifications. In a structural shift, key notification and de‑notification provisions from the UCITS and AIFMD Directives would be moved into the CBDR and refined. Managers could indicate cross‑border marketing intentions in their initial authorisation application and submit related documentation. Following authorisation, the home authority would transmit the information to the ESMA platform and the UCITS or AIFM could access the indicated host markets from the date of that transmission. On de‑notification, the CBDR would incorporate and simplify existing rules, notably removing the current 36‑month prohibition on pre‑marketing of similar EU AIFs in the Member State concerned after de‑notification.
• Clarified supervisory powers and enhanced ESMA intervention: The CBDR would be supplemented to define host authorities' powers over UCITS and AIFs marketed in their territories. ESMA would be empowered to identify and address divergent, duplicative, redundant or deficient supervisory actions that hinder cross‑border marketing. Where national authorities do not effectively apply Union rules, ESMA could intervene and, in certain circumstances, directly suspend cross‑border marketing of UCITS and AIFs. The framework explicitly allows competent authorities to refer disagreements to ESMA for settlement under its existing powers, formalising an escalation route to resolve home/host frictions.

The proposals must be negotiated and approved by the European Parliament and the Council with further information to be provided following an update from the European Commission in due course.

Cross-Border ELTIF Distribution: EU Drive to Curb National Restrictions and ESMA Clarifications

EU policymakers are intensifying efforts to eliminate national "gold‑plating" that hinders the cross‑border distribution of European Long‑Term Investment Funds ("ELTIFs"). Building on the entry into application of ELTIF 2.0 in early 2025, the policy focus is on delivering a genuine single market for long‑term investment products—particularly for retail investors—by harmonising product and distribution rules and constraining member state add‑ons that go beyond EU requirements. While ELTIF 2.0 broadened eligible assets, increased portfolio flexibility and simplified retail access, its success depends on consistent implementation across the EU. Divergent marketing requirements, duplicative disclosures and additional product features imposed at national level can erode scale and reduce investor choice. The emerging policy stance signals tighter limits on national measures that impede passporting and cross‑border marketing.

On 5 December 2025, ESMA published updated Questions and Answers ("Q&A") consolidating authoritative European Commission interpretations on ELTIF 2.0 and Commission Delegated Regulation (EU) 2024/2759. The clarifications are directly relevant to managers structuring or operating ELTIFs, with particular importance for open‑ended, evergreen and semi‑liquid vehicles. Notably, the Commission confirmed that Member States may not impose national restrictions on an ELTIF's duration or life cycle, nor may they introduce requirements linked to the domicile of the ELTIF or its AIFM in master‑feeder configurations or for distribution via insurance or pension wrappers. Once authorised, an ELTIF benefits from the EU passport and may be marketed cross‑border without additional national constraints that would undermine that passport—an important development for markets where insurance and pension wrappers are central to retail and semi‑professional distribution.

ESMA's Q&A also signals a pragmatic supervisory approach that should enable scalable evergreen and semi‑liquid ELTIF designs. For fund‑of‑funds, the strict treatment of non‑EU AIFs will push allocator models towards EU‑domiciled targets or direct investments to preserve eligibility and reduce complexity. Overall, the affirmation of evergreen structures and the prohibition on additional national constraints strengthens the passport, facilitates distribution through insurance and pension wrappers in key markets and should support broader retail and semi‑professional access to long‑term private markets, infrastructure, real assets and other long‑dated strategies within the ELTIF framework.

The Q&A is available for review on ESMA's website.

Croatia

Updates to Third Country AIFM Notification Requirements

Croatian Financial Services Supervisory Agency ("HANFA") has introduced an Ordinance setting out detailed notification requirements for EU AIFMs seeking to distribute units of third‑country AIFs to professional investors in Croatia. The framework also captures EU feeder AIFs whose master AIF is established outside the EU. The Ordinance applies to EU AIFMs that intend to distribute in Croatia including units of third‑country AIFs they manage and units of EU feeder AIFs where the master AIF is a third‑country AIF. A separate notification of intent is now required for each third‑country AIF to be distributed in Croatia.

Notifications must provide comprehensive information about the AIFM, the AIF and the depositary, together with a statement attesting to the accuracy of the information and compliance with applicable legal requirements, contact details for supervisory correspondence, information on regulatory fees and a clear description of mechanisms designed to prevent distribution to retail investors. Where the distribution concerns a feeder AIF, the notification must also include details of the master AIF and its AIFM.

Following the introduction of the Ordinance, each notification must be accompanied by the AIF's rules or founding document and for AIFMs authorised in another EU Member State, confirmation from the competent authority that the AIFM complies with AIFMD provisions. All notifications are to be submitted electronically using the prescribed form in Annex 1 to the Ordinance.

Cyprus

Consultation on Public Offering and Prospectus Law 2025

On 18 November 2025, the Ministry of Finance opened a public consultation (available in Greek only) on a draft Bill entitled "The Public Offering and Prospectus Law of 2025." The initiative is intended to align Cyprus's regime with the EU Prospectus Regulation Amendment and to modernise the framework governing public offerings of securities and the preparation of prospectuses. The stated objectives are to enhance investor protection, strengthen supervisory effectiveness and bolster the attractiveness of Cypriot and EU capital markets. Under the EU Prospectus Regulation, a prospectus must be published for public offerings of transferable securities or admissions to trading on a regulated market, subject to specific exemptions. One key exemption is the Value for Offering Exemption, which allows Member States to exempt offers below a specified threshold (between EUR 1-8 million, calculated over 12 months and not subject to Prospectus Regulations Article 25 notification) from the prospectus requirement.

Cyprus currently sets this threshold at less than EUR 5 million. With effect from 5 June 2026, the Prospectus Regulation Amendment Regulation will raise the maximum permissible Value for Offering Exemption threshold to EUR 12 million. Member States retain discretion to set a lower national threshold (no lower than EUR 5 million) and to require certain information to be published even where a full prospectus is not required.

The consultation indicates that Cyprus intends to exercise Member State discretions in the following ways:

• The Value for Offering Exemption will remain at less than EUR 5 million.
• Investment firms responsible for drawing up the prospectus will be designated as responsible persons, alongside the issuer, offeror, board members and guarantor as mandated under EU law. This aligns with current Cyprus practice.
• Investment firms will also be responsible for information contained in each supplementary prospectus.

The bill will designate CySEC as the competent authority with extensive supervisory powers, including the ability to suspend offers or trading. It will also address fee arrangements, whistleblowing and ESMA reporting obligations and will repeal and replace the existing Public Offering and Prospectus Law of 2005 through transitional and final provisions.

The consultation closed on 15 December 2025 with further information to follow once the outcome is published.

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The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.