http://www.legislation.gov.uk/eur/2013/345/chapter/IIRegulation (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)Regulation (EU) No 345/2013 of the European Parliament and of the CouncilRegulation (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)King's Printer of Acts of Parliamenthttps://webarchive.nationalarchives.gov.uk/eu-exit/https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:02013R0345-20180301texttext/xmlen2026-01-27Expert Participation2026-01-19 CHAPTER II <Strong>CONDITIONS FOR THE USE OF THE DESIGNATION ‘EuVECA’</Strong> Article 4Managers of qualifying venture capital funds that comply with the requirements set out in this Chapter shall be entitled to use the designation ‘RVECA’ in relation to the marketing of qualifying venture capital funds in the United Kingdom. Article 5 1 Managers of qualifying venture capital funds shall ensure that, when acquiring assets other than qualifying investments, no more than 30 % of the fund’s aggregate capital contributions and uncalled committed capital is used for the acquisition of such assets. The 30 % threshold shall be calculated on the basis of amounts investible after the deduction of all relevant costs. Holdings in cash and cash equivalents shall not be taken into account for calculating that threshold as cash and cash equivalents are not to be considered as investments. 2 Managers of qualifying venture capital funds shall not employ at the level of the qualifying venture capital fund any 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. 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 uncalled commitments. Article 61Managers of qualifying venture capital funds shall market the units and shares of qualifying venture capital funds exclusively to investors which are considered to be professional clients in accordance with Part 2 of Schedule 1 to the Markets in Financial Instruments Regulation 2014 or which may, on request, be treated as professional clients in accordance with Part 3 of Schedule 1 to the Markets in Financial Instruments Regulations 2014, or to other investors that:acommit to investing a minimum of EUR 100 000; andbstate in writing, in a separate document from the contract to be concluded for the commitment to invest, that they are aware of the risks associated with the envisaged commitment or investment.2Paragraph 1 shall not apply to investments made by executives, directors or employees involved in the management of a manager of a qualifying venture capital fund when investing in the qualifying venture capital funds that they manage. Article 7 Managers of qualifying venture capital funds shall, in relation to the qualifying venture capital funds they manage: act honestly, fairly and with due skill, care and diligence in conducting their activities; apply appropriate policies and procedures for preventing malpractices that can reasonably be expected to affect the interests of the investors and the qualifying portfolio undertakings; conduct their business activities in such a way as to promote the best interests of the qualifying venture capital funds they manage, the investors therein and the integrity of the market; apply a high level of diligence in the selection and ongoing monitoring of investments in qualifying portfolio undertakings; possess adequate knowledge and understanding of the qualifying portfolio undertakings in which they invest; treat their investors fairly. This shall not preclude more favourable treatment of private investors than of a public investor, provided that such treatment is compatible with State aid rules, in particular Article 21 of Commission Regulation (EU) No 651/2014 , and is disclosed in the fund’s rules or instruments of incorporation; 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. Article 8 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 delegate functions to the extent that, in essence, it can no longer be considered to be the manager of a qualifying venture capital fund and to the extent that it becomes a letter-box entity. 2 Any delegation of functions under paragraph 1 shall not undermine the effectiveness of supervision of the manager of a qualifying venture capital fund, and, in particular, shall not prevent that manager from acting, or the qualifying venture capital fund from being managed, in the best interests of the investors therein. Article 91Managers of qualifying venture capital funds shall identify 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 of the qualifying venture capital funds and the investors therein and to ensure that the qualifying venture capital funds they manage are fairly treated.2Managers of qualifying venture capital funds shall identify in particular those conflicts of interest that may arise between:amanagers of qualifying venture capital funds, persons who effectively conduct the business of those managers, employees of, or any person who directly or indirectly controls or is controlled by, those managers, and the qualifying venture capital fund managed by those managers, or the investors therein;bthe qualifying venture capital fund or the investors therein, and another qualifying venture capital fund managed by the same manager, or the investors therein;cthe qualifying venture capital fund or the investors therein, and a collective investment undertaking or UCITS managed by the same manager, or the investors therein.3Managers of qualifying venture capital funds shall maintain and operate effective organisational and administrative arrangements in order to comply with the requirements set out in paragraphs 1 and 2.4Disclosures of conflicts of interest as referred to in paragraph 1 shall be provided, where organisational arrangements made by a manager of a qualifying venture capital fund to identify, prevent, manage and monitor 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 of interest to the investors before undertaking business on their behalf.5The Treasury may by Regulations specify:athe types of conflicts of interest referred to in paragraph 2 of this Article;bthe steps that managers of qualifying venture capital funds must take, in terms of structures and organisational and administrative procedures in order to identify, prevent, manage, monitor and disclose conflicts of interest. Article 101At all times, managers of qualifying venture capital funds shall have sufficient own funds and shall use adequate and appropriate human and technical resources as necessary for the proper management of the qualifying venture capital funds that they manage.2Both internally managed qualifying venture capital funds and external managers of qualifying venture capital funds shall have an initial capital of EUR 50 000.3Own funds shall at all times amount to at least one eighth of the fixed overheads incurred by the manager in the preceding year. The FCA may adjust that requirement in the event of a material change to the manager’s business since the preceding year. Where the manager of a qualifying venture capital fund has not completed a year of business, the requirement shall amount to one eighth of the fixed overheads expected in its business plan, unless FCA requires an adjustment to that plan.4Where the value of the qualifying venture capital funds managed by the manager exceeds EUR 250 000 000, the manager shall provide an additional amount of own funds. That additional amount shall be equal to 0,02 % of the amount by which the total value of the qualifying venture capital funds exceeds EUR 250 000 000.5The FCA may authorise the manager of qualifying venture capital funds not to provide up to 50 % of the additional amount of own funds referred to in paragraph 4 if that manager benefits from a guarantee for the same amount given by a credit institution or an insurance undertaking which has its registered office in the United Kingdom, or in a third country where it is subject to prudential rules which FCA considers to be equivalent to those laid down in the law of the United Kingdom.6Own funds shall be invested in liquid assets or assets readily convertible to cash in the short term and shall not include speculative positions. Article 11 1 Rules for the valuation of assets shall be laid down in the rules or instruments of incorporation of the qualifying venture capital fund and shall ensure a sound and transparent valuation process. 2 The valuation procedures used shall ensure that the assets are valued properly and that the asset value is calculated at least annually. Article 121Managers of qualifying venture capital funds shall make available an annual report to the FCA for each qualifying venture capital fund that they manage, by six months following the end of the 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 life and, where applicable, the profits distributed during its life. It shall contain the audited financial accounts for the qualifying venture capital fund.The annual report shall be produced in accordance with existing reporting standards and the terms agreed between the managers of qualifying venture capital funds and the investors. Managers 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.2An audit of the qualifying venture capital fund shall be conducted at least annually. The audit shall confirm that money and assets are held in the name of the qualifying venture capital fund and that the manager of a qualifying venture capital fund has established and maintained adequate records and checks in respect of the use of any mandate or control over the money and assets of the qualifying venture capital fund and the investors therein.3Where the manager of a qualifying venture capital fund is required to make public an annual financial report in accordance with rule 4.1.3 of the Disclosure Guidance and Transparency Rules sourcebook in relation to the qualifying venture capital fund, the information referred to in paragraph 1 may be provided separately or as an additional part of the annual financial report.4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Article 131Managers of qualifying venture capital funds shall, in relation to the qualifying venture capital funds that they manage, inform their investors, prior to the investment decision of the latter, in a clear and understandable manner, of the following:athe identity of that manager and any other service providers contracted by that manager in relation to their management of the qualifying venture capital funds, and a description of their duties;bthe amount of own funds available to that manager for maintaining the adequate human and technical resources necessary for the proper management of its qualifying venture capital funds;ca description of the investment strategy and objectives of the qualifying venture capital fund, including:the types of the qualifying portfolio undertakings in which it intends to invest;any other qualifying venture capital funds in which it intends to invest;the types of qualifying portfolio undertakings in which any other qualifying venture capital fund, as referred to in point (ii), intends to invest;the non-qualifying investments which it intends to make;the techniques that it intends to employ; andany applicable investment restrictions;da 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;ea 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 the valuation of qualifying portfolio undertakings;fa description of how the remuneration of the manager of a qualifying venture capital fund is calculated;ga description of all relevant costs and of the maximum amounts thereof;hwhere available, the historical financial performance of the qualifying venture capital fund;ithe business support services and the other support activities provided by the manager of a qualifying venture 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 undertakings in which the qualifying venture capital fund invests, or, where these services or activities are not provided, an explanation of that fact;ja description of the procedures by which the qualifying venture capital fund may change its investment strategy or investment policy, or both.2All of the information referred to in paragraph 1 shall be fair, clear and not misleading. It shall be kept up to date and reviewed regularly where relevant.3Where the qualifying venture capital fund publishes a prospectus as defined in regulation 21 of the Public Offers and Admissions to Trading Regulations 2024 or is required to publish a prospectus ... in accordance with national law in relation to the qualifying venture capital fund, the information referred to in paragraph 1 of this Article may be provided separately or as a part of the prospectus. Commission Regulation (EU) No 651/2014 of 17 June 2014 declaring certain categories of aid compatible with the internal market in application of Articles 107 and 108 of the Treaty ( OJ L 187, 26.6.2014, p. 1 ). Substituted by Regulation (EU) 2017/1991 of the European Parliament and of the Council of 25 October 2017 amending Regulation (EU) No 345/2013 on European venture capital funds and Regulation (EU) No 346/2013 on European social entrepreneurship funds (Text with EEA relevance).Inserted by Regulation (EU) 2017/1991 of the European Parliament and of the Council of 25 October 2017 amending Regulation (EU) No 345/2013 on European venture capital funds and Regulation (EU) No 346/2013 on European social entrepreneurship funds (Text with EEA relevance).Word in Art. 4 substituted (31.12.2020) by The Venture Capital Funds (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/333), regs. 1(1), 4(1)(a) (with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)Words in Art. 4 substituted (31.12.2020) by The Venture Capital Funds (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/333), regs. 1(1), 4(1)(b) (with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)Words in Art. 6(1) substituted (31.12.2020) by The Venture Capital Funds (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/333), regs. 1(1), 4(2)(a) (with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)Words in Art. 6(1) substituted (31.12.2020) by The Venture Capital Funds (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/333), regs. 1(1), 4(2)(b) (with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)Words in Art. 9(5) substituted (31.12.2020) by The Venture Capital Funds (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/333), regs. 1(1), 4(3) (with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)Word in Art. 10(3) substituted (31.12.2020) by The Venture Capital Funds (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/333), regs. 1(1), 4(4)(a) (with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)Word in Art. 10(5) substituted (31.12.2020) by The Venture Capital Funds (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/333), regs. 1(1), 4(4)(a) (with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)Words in Art. 10(5) substituted (31.12.2020) by The Venture Capital Funds (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/333), regs. 1(1), 4(4)(b)(i) (with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)Words in Art. 10(5) substituted (31.12.2020) by The Venture Capital Funds (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/333), regs. 1(1), 4(4)(b)(ii) (with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)Word in Art. 12(1) substituted (31.12.2020) by The Venture Capital Funds (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/333), regs. 1(1), 4(5)(a) (with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)Words in Art. 12(3) substituted (31.12.2020) by The Venture Capital Funds (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/333), regs. 1(1), 4(5)(b) (with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)Art. 12(4) omitted (31.12.2020) by virtue of The Venture Capital Funds (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/333), regs. 1(1), 4(5)(c) (with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)Words in Art. 13(3) inserted (19.1.2026) by The Public Offers and Admissions to Trading (Amendment and Consequential and Transitional Provisions) Regulations 2025 (S.I. 2025/1076), reg. 1(3), Sch. para. 4(a); S.I. 2025/1078, reg. 5(b)Words in Art. 13(3) omitted (19.1.2026) by virtue of The Public Offers and Admissions to Trading (Amendment and Consequential and Transitional Provisions) Regulations 2025 (S.I. 2025/1076), reg. 1(3), Sch. para. 4(b); S.I. 2025/1078, reg. 5(b)