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Entrepreneurs considering registering companies or funds in the Grand Duchy of Luxembourg have several options, such as:

  • RAIFs;
  • SIFs.

Pursuant to a circular published by CSSF, registering specialized investment funds in the Grand Duchy of Luxembourg requires investing no more than thirty percent of funds' liabilities/assets in the securities of identical type issued by the same issuers. These kinds of funds aren’t subject to any regulatory oversight (either direct or indirect)..

Setting up venture capital & commercial companies in Luxembourg requires their founders to be legal entities & act separately from individuals that have invested in them (unless they’re formed as SLCs & aren’t legal entities). In their turn, SIFs & RAIFs can be set up as MIFs & managed by entities registered in Luxembourg.

All of the above types of companies & funds are governed by a particular set of tax & regulatory provisions. In their turn, investment-oriented companies are set up as:

  • PLCs;
  • LLCs;
  • LLPs;
  • LLCs as cooperative companies;
  • GLPs;
  • SLPs.

Conditions for Setting Up Funds

Normally, registering funds in the Grand Duchy of Luxembourg is a quite straightforward procedure. While RAIFs & SOPARFIs require no regulatory approval, SIFs & SICARs require entrepreneurs to obtain consent of relevant regulators before being permitted to engage in business activities in Luxembourg.

Once a partnership agreement or charter are notarized by a notary based in Luxembourg, investment funds are legally permitted to start functioning. SIFs established as FCPs can start their operation once their management rules are met.

The deed of incorporation will subsequently be submitted to the RCS & entered into its online register.

Forming RAIFs in Luxembourg requires applying for a title deed. Once a title deed is issued (normally, within two weeks), a notification of the creation of RAIFs specifying an AIFM must be submitted to RCS. RAIFs must be registered in a register maintained by RCS within a 20-day period.

Requirements for Registering a Fund

Creating funds in the Duchy of Luxembourg requires:

  • paying notary, registration & publication fees
  • share capital of no less than twelve thousand euros (SARLs), thirty thousand euros (SAs or SCAs), 1 million euros ( SICARs) & one million two hundred twenty five thousand euros ( RAIFs & SIFs)
  • variable structure of capital (SIFs,RAIFs & SICARs & ), in which capital is always equal to NAV.
  • Luxembourg-registered office (SIFs, RAIFs & SICARs).
  • Luxembourg-registered depository bank or a foreign credit institution’s branch (SIFs, RAIFs & SICARs).

The only information available to the general public is contained in the RESA formation documentation. It includes:

  • identities of founders/partners, 
  • meetings of senior managers, partners & stakeholders;
  • initial share capital.

SIFs, SICARs & RAIFs that have a variable capital structure won’t divulge their investors' identity if additional signatures are required. If they’re created as fixed capital SARLs, information about their shareholders & stakes owned by them is going to be published in RESA & accessible in RCS.

Pursuant to AIFM, RESA may no longer contain identities of SCSs’ partners (the same rule is applicable to freshly formed SCSPs). Only an excerpt containing the below info can be made available:

  • identities of partners;
  • corporate name;
  • address;
  • founders’ identities & their signatures;
  • SCSs & SCSPs’ expiration dates.

Seeking to establish a fund in Luxembourg? IQ Decision UK is at your service. Our team of qualified experts will be happy to give a hand with that & many other matters related to registration of funds in Luxembourg.