A general partner preparing to raise a crypto-focused vehicle in France faces a question that is often answered too late: does the structure work for the investor base, the asset mix, and the regulatory envelope – or does it create friction at every step? GP/LP structuring for digital assets in France sits at the intersection of the AMF's fund management regime, the PSAN (prestataire de services sur actifs numériques) registration framework, and the European MiCA transition. Getting the domicile and vehicle right before the first close prevents the tax leakage, investor-eligibility problems, and banking delays that define a mismatched structure.
France occupies an unusual position among EU fund domiciles. Its AMF has developed one of the more detailed voluntary PSAN registration tracks in Europe, and French-law fund vehicles – most notably the Fonds Professionnel Spécialisé (FPS), a professional specialized fund suited to alternative and digital-asset strategies – give a GP genuine flexibility on investment policy and redemption terms. At the same time, MiCA's CASP authorisation layer is now live across the EU, and any manager operating service activities alongside the fund must map PSAN status against future CASP obligations. This page sets out the structural choices, the regulatory basis, the cross-border interactions, and the decision points that matter to a GP/LP vehicle targeting digital assets through a French domicile.
Why France for a Digital-Asset Fund Vehicle?
France offers a credible EU-passportable fund domicile with a regulator – the Autorité des marchés financiers (AMF) – that has engaged directly with crypto-asset management since 2019. The PSAN regime, now transitioning into the broader MiCA CASP authorisation regime administered by ESMA and national competent authorities, created a voluntary then mandatory registration track for digital-asset service providers. A fund GP that also manages custody, brokerage or staking services must assess whether those activities require separate PSAN/CASP authorisation alongside the fund management authorisation.
The Fonds Professionnel Spécialisé is the vehicle most commonly used for alternative strategies including crypto. It may invest in assets that a retail UCITS cannot hold, imposes no statutory diversification grid, and can accept professional investors. The FPS wrapper is therefore the default starting point for a GP/LP structure investing in tokens, digital securities, or liquid crypto strategies. A société de gestion de portefeuille (SGP) – a French portfolio management company – must be licensed by the AMF to manage the vehicle, or a manager authorised in another EEA state must passport in.
For managers considering France against Luxembourg, Ireland, or a third-country offshore structure, the AMF's proximity to MiCA implementation and the EU passporting right for both the SGP and the fund itself are the decisive structural advantages. The wrong domicile locks in tax leakage and limits which investors you can accept – a problem that surfaces at the first close, not at the term sheet stage.
What Is the AMF/PSAN Regulatory Perimeter for Fund GPs?
The regulatory perimeter in France for a digital-asset fund GP is defined by two overlapping tracks: the fund management authorisation held by the SGP and the PSAN/CASP registration required for specific service activities touching digital assets. A GP that solely manages a fund investing in crypto assets – buying and holding tokens through regulated trading venues – typically needs the SGP authorisation but may not require a standalone PSAN registration for the service activities, because those activities are conducted by counterparties. The moment the GP begins managing custody, executing bilateral OTC trades for clients, or operating an ancillary staking service, the PSAN/CASP perimeter engages separately.
Under MiCA, which is now operative across EU member states, the CASP authorisation replaces and supersedes the prior national PSAN registrations for most service activities. The AMF is the French national competent authority coordinating that transition. A GP building a new structure in France today must therefore plan for the CASP authorisation track rather than rely on the prior PSAN voluntary registration as a permanent baseline. The timing of that transition – and which activity triggers which authorisation category – is a question of the applicable MiCA provisions and the AMF's published guidance rather than a fixed article number that can be stated generically.
In our practice, the distinction between "managing a fund that holds crypto" and "providing crypto-asset services to the fund" is the single most misread regulatory boundary. GPs who run their own custody wallets or who execute smart-contract yield strategies on behalf of the LP base are frequently providing services that sit inside the CASP perimeter without recognising it.
Relevant regulatory contacts for an inbound GP include the AMF's Direction de la Gestion d'Actifs (the asset management directorate) for the SGP authorisation and the AMF's digital-assets unit for PSAN/CASP mapping. Both tracks operate concurrently; a properly structured application addresses them in sequence.
How Is a GP/LP Vehicle Structured Under French Law?
A standard French crypto fund structure pairs an SGP (the management company, holding the AMF authorisation) with one or more FPS vehicles (the fund). The LP interests are held by professional investors; general partner economics are typically expressed through a carried-interest arrangement recognised under French tax law. The FPS has no statutory cap on the percentage of assets that may be held in digital assets, which is the feature that makes it workable for a pure-crypto strategy.
The SGP itself may be structured as a simplified joint-stock company (SAS) or a limited liability company (SARL). It must demonstrate to the AMF that it has adequate governance, risk management, and operational infrastructure – including for the digital-asset environment. Regulatory capital requirements for the SGP are set by the applicable AMF rules and vary by the type and scale of management activities; the specific thresholds are [VERIFY] in current AMF guidance and should be confirmed against the live regulatory text at the point of application.
A GP that is not a French entity – for example, a Delaware LLC or a Cayman exempted company acting as the economic GP – can hold the carried interest and governance rights as a contractual matter while the SGP holds the regulatory authorisation. The SGP and the economic GP are commonly separate legal persons. This separation is not a device to avoid regulation; it reflects the French regulatory requirement that a licensed entity manages the fund, which the GP entity may own or control. Structuring counsel must map the ownership and control chain through the SGP to confirm that no additional licensing trigger arises in the GP's home jurisdiction.
For funds with a cross-border investor base, the AIFMD (Alternative Investment Fund Managers Directive) marketing passport or national private placement regimes govern distribution. A French SGP authorised as an AIFM may market the FPS across EEA member states under AIFMD. For non-EEA investors – US qualified purchasers, Gulf family offices, Asian institutions – the marketing and offering restrictions of each investor's home jurisdiction apply and must be cleared separately. We advise on that mapping as a condition of the fund's offering documentation, not as an afterthought.
Mid-point CTA: The process above describes the standard SGP-plus-FPS path. Your facts – the entity structure, the LP base, the asset mix, and whether the GP also manages service activities – change the analysis significantly.
To map the licence, banking, and fund structure for your build, write to OBOLUS at info@oboluslaw.com. We scope engagements under NDA with a free initial strategy call. Alternatively, map your options through our contact page.
What Does the AMF Authorisation Process Look Like in Practice?
The SGP authorisation process with the AMF involves a formal application covering the business plan, governance documentation, shareholder and management vetting, compliance program, risk management systems, and a demonstration of adequate financial and operational resources. The AMF operates a dossier-review process; the timeline from a complete submission to a decision varies depending on the complexity of the strategy and the applicant's prior regulatory history. For a crypto-focused SGP, the AMF typically engages more closely on the digital-asset custody model, the valuation methodology for illiquid tokens, and the AML/CFT framework than it would for a traditional equity manager.
In our cross-border practice, managers who submit a complete, well-structured dossier on the first filing move significantly faster through review than those who rely on a bare-minimum submission and respond reactively to AMF questions. Pre-application engagement with the AMF – a preliminary meeting or written exchange – is available and useful for novel structures. Using that channel before filing saves material time.
Once the SGP is authorised, the FPS itself is launched through a notification or approval process with the AMF depending on whether the fund falls within an AIFMD scope. The fund documentation – the rules or articles, the subscription agreement, the investor disclosure documents – must be prepared in parallel with the SGP authorisation, so that the fund launch follows the SGP decision by a matter of weeks rather than months.
A parallel workstream covers the depositary appointment. French law requires the fund to appoint a depositary – a credit institution or investment firm authorised to carry out depositary functions – that can hold or verify the holding of digital assets. The depositary market for crypto assets in France is still developing; fewer depositaries are willing to accept digital-asset mandates, and those that do apply careful counterparty-vetting criteria. Identifying a willing depositary early in the process is not optional; it is a critical path item.
How Do Tax and Banking Interact With a French Crypto Fund Structure?
The tax treatment of a French FPS and its investors is a central structuring consideration, and it differs materially from the treatment that applies to an offshore vehicle or a Luxembourg alternative investment fund. France taxes the SGP's management fees as ordinary business income. Carried interest distributions from a French fund may qualify for reduced tax treatment – historically characterised as capital gains or profit-sharing distributions – subject to meeting specific conditions that the tax counsel must verify against current legislation, because the rules have been subject to legislative adjustment in recent years.
For LP investors, the general principle is that distributions from a French FPS to non-resident investors are subject to French withholding tax at rates that vary by investor type and by the applicable tax treaty between France and the investor's home country. A Gulf sovereign wealth fund, a US institutional investor, and a Swiss family office will each sit under a different treaty position. Structuring the vehicle without mapping each material LP's home-country tax treatment against the French withholding position is a common and costly error. We address this in the fund documentation process, not at post-launch remediation.
VAT treatment of the management fees and the carried interest is also jurisdiction-specific. Under French VAT rules, fund management services are generally exempt from VAT, but the scope of that exemption has been the subject of European Court of Justice case law that affects how it is applied in France. Confirming the VAT position of each service agreement within the structure – the SGP's management agreement with the fund, any sub-advisory agreement, any ancillary CASP service agreement – requires specific advice.
On banking, the practical reality for a French crypto fund is that fewer French credit institutions will open accounts for a new SGP managing a digital-asset strategy than for a traditional equity fund. The AMF's PSAN/CASP framework has improved sentiment among some French banks, but the underwriting process is more demanding. A credible banking strategy for a crypto SGP will typically involve a primary operating account at a French bank with a digital-asset policy, a secondary account at an electronic money institution or fintech bank capable of handling crypto-linked flows, and a depositary relationship with an institution that can interface with on-chain settlement. Operators we advise routinely underestimate the lead time for banking and depositary setup relative to the AMF application timeline.
Managing a Cross-Border LP Base: AIFMD and Distribution Rules
A French-domiciled FPS managed by a fully authorised SGP/AIFM can be marketed to professional investors across the EEA under the AIFMD passporting regime. The notification process for each EEA member state is administrative; the substantive work lies in ensuring that the offering materials comply with the host-state's requirements, which vary in how they treat digital-asset funds specifically. Some EEA regulators have issued supplemental guidance on crypto fund disclosures that sits on top of the AIFMD minimum; those requirements must be mapped jurisdiction by jurisdiction.
For a GP whose target LP base includes non-EEA investors – and most serious crypto funds will have at least some – the distribution strategy must account for the rules of each investor's home country. US investors require analysis under the Investment Company Act and the Investment Advisers Act; Gulf investors may trigger DFSA, ADGM/FSRA, or VARA requirements depending on where they are solicited; Asian investors may require compliance with MAS, SFC, or Japan FSA rules. A French structure does not resolve those questions automatically; it simply provides the EU-side regulatory envelope.
In our practice, we see GPs treat the fund domicile decision as the end of the distribution analysis. It is not. The domicile determines the vehicle's regulatory home; the distribution analysis determines where and how LPs can be approached. For a fund with three or four target investor geographies, the distribution analysis generates as many pages of advice as the structuring analysis itself.
Decision Matrix: Which GP/LP Profile Fits a French Structure?
Not every digital-asset GP should use a French structure. The choice turns on the profile of the GP, the LP base, and the asset strategy.
Profile A – EU-focused manager, institutional LP base, mixed liquid/illiquid crypto strategy: The French FPS/SGP combination is a strong fit. EU passporting works for the LP base, the AMF has direct experience with crypto fund authorisations, and the FPS vehicle accommodates both liquid token holdings and illiquid positions. The depositary and banking workstreams are the critical path. Expected timeline from first instruction to fund launch: several months, with the depositary appointment and SGP authorisation typically running in parallel.
Profile B – Non-EU GP, primarily US or Asian LP base, short-term fund build: France is not the natural choice. A Cayman limited partnership or a BVI fund structure typically offers a faster path to launch and a better fit for the investor base's expectations. The AMF authorisation process has real lead time, and the AIFMD marketing passport does not help with US or Asian distribution. If MiCA passporting for the fund's service activities is a future need, a French or Luxembourg structure can be added as a parallel entity later.
Profile C – Manager with both fund and exchange/custody services: France requires careful regulatory mapping. The SGP authorisation covers the fund; the CASP authorisation under MiCA covers the service activities. Both tracks must run, and the AMF expects a clear operational separation between the two lines of business. This is workable but adds compliance cost and governance complexity. Managers we advise in this profile often use France for the fund and a second EU jurisdiction – or ADGM or VARA for the Gulf market – for the service entity.
In a recent structuring matter, a European asset manager sought to launch a tokenised-strategy fund targeting institutional LPs in three EEA states and Switzerland. We mapped the FPS/SGP structure against the depositary market, identified a willing depositary early, and structured the carried-interest arrangement to fit both French tax treatment and the Swiss investors' expectations. The fund launched within the projected timeline and distributed to its target LP base without a post-launch restructuring.
A Common Assumption That Costs GPs Time and Money
A persistent assumption in the market is that any offshore vehicle works equally well for a digital-asset fund. It does not. The selection of a Cayman limited partnership or a BVI fund over a French FPS is not a neutral technical choice; it has direct consequences for which investors can be accepted, what withholding tax applies to distributions, whether EU passporting is available, and what banking and depositary infrastructure is accessible. Operators who select a vehicle primarily on the basis of familiarity or perceived speed frequently find that a material LP category is excluded, that a key banking relationship is unavailable, or that a regulatory registration is required in the GP's home market that the offshore vehicle does not resolve.
The converse error – selecting a French structure because it sounds institutional when the GP's LP base is entirely non-EU – adds months of authorisation time and compliance cost for no distribution benefit. The domicile decision must be driven by the investor base, the asset mix, the GP's own regulatory position, and the intended service activities. We match domicile to investor base, asset mix, and redemption profile as a matter of structuring discipline, not preference.
If a prior structure created tax or banking friction, or if a first-round LP commitment raised a domicile question that the current vehicle cannot answer, a structural review can identify the path. Contact OBOLUS at info@oboluslaw.com or map your options here.
Self-Assessment: Is Your French Crypto Fund Structure Ready?
Before instructing counsel on a French GP/LP structure, a GP should be able to answer the following questions. If any answer is uncertain, the structuring work begins there.
- Is the SGP going to be a newly formed French entity, or will an existing EEA AIFM passport into France? The answer affects the AMF's authorisation timeline and the governance requirements.
- Has a depositary been identified and scoped? No depositary, no fund launch. The depositary market for crypto in France is not interchangeable with the traditional fund depositary market.
- Does the GP or any group entity also provide custody, brokerage, or other service activities to the fund or to third parties? If yes, CASP authorisation under MiCA must be assessed separately.
- What is the home-country tax treatment of carried interest for each principal of the GP? French tax treatment of carried interest is favourable under certain conditions, but those conditions must be met by the structure as built.
- Which LP jurisdictions are in scope? Each creates a distribution compliance workstream. US, Gulf, and Asian investors each require analysis that a French domicile does not resolve automatically.
- Is there a redemption mechanism in the FPS? Liquidity terms for a digital-asset fund require specific attention in the fund rules; the AMF may scrutinise the valuation and redemption mechanics for token holdings more closely than for a traditional alternative fund.
Related at OBOLUS
- Funds and Investment Vehicles for Digital-Asset Businesses – the full practice overview covering vehicle selection, regulatory mapping, and structuring across jurisdictions.
- Tokenised Fund Structuring in the Bahamas – an alternative domicile analysis for managers targeting a non-EU LP base or a tokenised-equity strategy.
- AML/CFT Policy Drafting in Estonia – cross-border compliance documentation for fund managers with EU operational entities subject to FATF-aligned requirements.
FAQ
Where should a crypto fund be domiciled?
The right domicile depends on the investor base, the asset strategy, and the GP's own regulatory position. A French FPS suits an EU-focused manager with institutional LPs who benefits from AIFMD passporting and the AMF's direct engagement with digital assets. A Cayman or BVI vehicle may be faster and more appropriate for a primarily non-EU investor base. Luxembourg and Ireland offer comparable EU options. There is no universal answer; the domicile decision is the first – and most consequential – structuring choice a GP makes.
Does a digital-asset fund manager need a licence?
Yes, in most serious jurisdictions. In France, a manager of an FPS must hold AMF authorisation as an SGP (société de gestion de portefeuille). Where the manager also provides crypto-asset services – custody, brokerage, transfer – a CASP authorisation under MiCA applies separately. The specific licence category depends on the activities performed and the fund structure. Managing a fund that simply holds digital assets as investments is a different regulatory position from managing a fund that also operates on-chain service infrastructure.
How is custody arranged for a crypto fund?
A French fund must appoint a depositary – a regulated institution that holds or monitors the fund's assets and performs oversight functions. For a digital-asset fund, the depositary must be able to work with the custody model for crypto holdings, which typically involves qualified custodians holding private keys in segregated accounts. The depositary and the qualified custodian are often separate entities. The depositary market for crypto in France is limited; identifying and onboarding a depositary willing to accept a digital-asset mandate is a critical-path item in any French fund launch.
About OBOLUS
OBOLUS is an independent digital-asset law boutique acting only for businesses. We advise exchanges, custodians, token issuers, and funds on licensing across 70+ jurisdictions, on disputes and on-chain asset recovery across 25+ forums, and on the tax, banking, and compliance that sit around them. Digital assets are the whole of our practice. We match domicile to investor base, asset mix, and redemption profile – and where a structure has already been built, we review it for the friction it creates before that friction becomes a liability. To discuss your GP/LP structuring situation, contact info@oboluslaw.com.
By Lydia Brennan, Tax & Structuring Analyst – advising on fund vehicle selection, carried-interest structuring, and cross-border tax mapping for digital-asset GPs and family offices.
This publication is general information about the law and does not constitute legal advice. It is not a substitute for advice tailored to your circumstances. OBOLUS accepts no liability for action taken or not taken on the basis of this material. For advice on your situation, contact info@oboluslaw.com.