Luxembourg Investment Funds

You benefit from an experienced and well-connected Investment Fund team. Our Investment Fund lawyers support you throughout the entire lifecycle of your regulated or unregulated investment vehicle. We guide you from our initial personal contact and exchange of ideas, leading you through the entire ‘Fund Toolbox,’ encompassing a broad range of investment vehicles under Luxembourg’s Capital Investment and Corporate Law. As an initial guide, you’ll find an up-to-date overview of Luxembourg’s capital investment forms attached. Based on your investment horizon, strategy, investor circle, and other specifications, we advise and recommend the most suitable structure from contractual, corporate, regulatory, and tax perspectives. Subsequently, we create the necessary legal documentation (prospectus, investment guidelines, articles of association, service contracts, subscription agreement, etc.) and manage the actual formation of the Investment Fund and any associated special purpose entities (GP, SPVs, LPs) after coordination and finalization of all documents. We also provide legal support for the ongoing fund management of the Corporate Secretariat (Board resolutions, organization of board and shareholder meetings, Corporate Actions) and handle the launch of new sub-funds under Umbrella Funds, as well as the reorganization of the fund (merger, demerger, relocation up to liquidation).

Legal Forms, Supervisory Regimes & Regulatory Status

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Regulated

Unregulated

[1] Knowledgeable investors are institutional investors, professional investors, as well as investors who have confirmed in writing that they meet the status of “knowledgeable investor” and who either (i) invest at least 100,000 Euros or (ii) have been assessed by a credit institution, an investment firm, an AIFM, or a management company that certifies their expertise, experience, and knowledge in the appropriate evaluation of a fund investment.

[2] Dependent on AIFM status

[3] Prerequisite: Fund assets (Assets under Management, “AuM”) below the relevant threshold of (i) €500 million - if unleveraged and without redemption rights within the first five years after initial investments - or for all other cases (ii) €100 million.

[4] Excluding SIF / SICAR, which collect capital from a number of investors to invest it according to a defined investment strategy for the benefit of these investors and which are not operationally active companies outside the financial sector.

[5] Excluding SPF / SeCus and LuxCos, which collect capital from a number of investors to invest it according to a defined investment strategy for the benefit of these investors and which are not operationally active companies outside the financial sector. SeCus remain exempt according to the explicit exemption provision of the AIFM Directive if they meet certain requirements (True sale, securitization of credit risks, etc.); in general, SeCus that refinance through bond issues remain exempt.

Regulated

Unregulated

[6] SNC (Société en nom collectif, similar to Open Trading Company-OTC) and SCS / SCSp (Société en commandite simple / spéciale, similar to Limited Partnership-LP)

[7] SA (Société anonyme, similar to Public Limited Company-PLC), SCA (Société en commandite par actions, similar to Partnership Limited by Shares-PLS), Sàrl (Société à responsabilité limitée, similar to Limited Liability Company-LLC) and SCoopSA (Société cooperative as a public company, similar to Cooperative in PLC form)

[8] Companies in the form of an SA, SCA, Sàrl or SCoopSA, which invest directly or through transparent companies (partnerships) in Luxembourg real estate

[9] Withholding tax on dividend distributions (Note: Royalties for board mandates (Directorship Fees) are also subject to withholding tax, 20% of the gross royalties are to be withheld, declared and paid to the tax administration)

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