Our service
Offer for funds

Consultation about unregulated funds in Luxembourg

Setting up Limited partnership structure (SCSp-LLP) or another type of structure (S.A)

Validation by financial authorities (CSSF) if needed

Accounting service

Tax advice

VIP Coaching

On demand*
* Final estimation is on demand and after getting more your details and purpose

Apply now

As a result you will get full service from A to Z for your fund to start, operate and grow reliable, using our professional expert guidance and support, and also asserts offered in Luxembourg.

Why to cooperate with Advensys Conseil?

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We work with multiple jurisdictions: Luxembourgish, French, British

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Fixed prices

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We offer “one-stop- shop-solution” Set up a company, accounting service, tax advice and returns, guidance, coaching

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More then 12 years experience and have our own experience in our own fund

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We love our clients, enjoy to contribute to their success and passionate about our work

We are specialized in alternative fund structure - LIMITED PARTNERSHIP (SCSp). That is Under the limits of the Prospectus Law dated 18th July 2019.

Law

Alternative funds

Luxembourg is the first and best place in Europe for private equity and real estate funds.

 

The country’s international business environment has given rise to a number of structures designed to facilitate PE and real estate acquisitions with cross-border components.

 

In Luxembourg, alternative funds are able to tailor solutions for clients and financial professionals alike by combining characteristics from various jurisdictions. Notably thanks to its limited partnership regime, the needs of clients from both common-law- and civil-law based jurisdictions can be accommodated.

 

Foreign investors interested in a reliable market where they could keep their financial assets are advised to open an investment fund in Luxembourg as the local business environment is ideal for such activities. One of the main advantages for starting a fund here is that Luxembourg is ranked as the first economy in Europe in this field, being the most important investment fund center. Businessmen who want to find out more about the local investment market can receive an in-depth presentation from our experts in Luxembourg.

 

We have the necessary expertise in handling.
ll the procedures related to the registration of an alternative investment fund in Luxembourg, following the latest modifications of the legislation (18/07/2019). Investors can also receive assistance during the registration with the country’s financial institutions and may provide in-depth information regarding the compulsory documents that are requested in this case, depending on the type of fund selected for registration.

 

Foreign investors are advised to open an investment fund here because Luxembourg is the leading domicile for investment funds starting with the 1980s. Luxembourg is also one of the most stable economies in the world, developed as a financial and banking center. More importantly, the country provides one of the most reliable investment legislations designed to address to the needs of a wide category of investors.

Luxembourg is seen as a brand for the investment industry, enjoying a high level of reputation in the sector;

Luxembourg offers a wide range of investment funds, its main legislative pillars being given by the alternative investment funds (AIFs) regime;

the new prospectus law (16/07/2019), give the possibility to the alternative fund to raise money from private people till 8 000 000 EUR within 12 months.

Luxembourg benefits from a cultivated workforce, with a high level of qualifications.

Exceptional results for fund investments in Luxembourg

At the end of 2019, the total value of the fund center in Luxembourg reached a value of EUR 4 trillion. The financial result was mostly an effect of the net sales, which accounted for more than half of the total fund value.

 

Luxembourg has been an attractive market, which offered support to foreign investors, by providing a set of incentives and a solid legal system.

 

Foreign investors interested in investing on this market should also know that Luxembourg offers an attractive taxation system, in the sense that the following taxes are not applicable for an investment fund : the income tax, the capital gain tax, the withholding tax and the wealth tax.

What are the tax benefits of a Luxembourg fund?

Some of the investors who choose this country for opening an investment fund also take into consideration the taxation system and the tax benefits that are applicable to investment vehicles. The taxation of a Luxembourg fund is performed depending on its type.

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What are the main pillars of the financial sector in Luxembourg?

The financial sector in Luxembourg is comprised of several main sectors. The main component is given by the fund industry (represented by fund managers and asset promoters), which has attracted over the years all the leading financial groups operating at a global level and working in the field of asset management.

What type of structures to set for an alternative
fund in Luxembourg?

For assistance in choosing and setting up a special limited partnership (alternative fund) in the Grand Duchy of Luxembourg, do not hesitate to contact us.

Unregulated

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Applicable legislation

Authorisation and supervision by the CSSF

Qualification as an AIF

Exemption from AIFMD full regime under lighter regime (AIFMD registration regime)

External authorised AIFM requirement

Eligible investors

Eligible assets

Risk diversification requirements

Legal Form

Umbrella structure

Capital requirements

Required service providers

Possibility of listing

European passport

Net asset value (NAV) calculation and redemption frequency

Overall income tax (corporate income tax and municipal business tax)

Subscription tax (NAV: net asset value)

Wealth tax

Withholding tax on dividends

Benefit from Double Tax Treaty network

Benefit from the EU Parent Subsidiary Directive

Thin capitalization rules (debt-to- equity ratio)

Practical use

RAIF

Law of 23 July 2016 (“RAIF Law”)

No

Always an AIF

No

Always required

Well-informed investors

Unrestricted, unless it invests in a portfolio of risk capital (such as a SICAR)

Risk diversification requirements are aligned with those applicable to SIFs, unless the RAIF chooses to invest in risk capital only and such choice is mentioned in its constitutive documents

⦁ FCP
⦁ SICAV (SA, Sàrl, SCA, SCoSA, SCS, SCSp)
⦁ SICAF (SA, Sàrl, SCA, SCoSA, SCS, SCSp)
The entities may be open-ended or closed-ended

Yes

⦁ FCP:
EUR 1,250,000 to be reached within 12 months from the entry into force of the management regulations.
⦁ SICAV:
EUR 1,250,000 to be reached within 12 months from the incorporation of the SICAV

⦁ Management company in case of an FCP.
⦁ Depositary bank or professional of the financial sector providing depositary services, subject to conditions.
⦁ Administrative agent.
⦁ Registrar and Transfer Agent.
⦁ Approved statutory auditor.

Yes

Yes

At least once a year for reporting purposes

No income tax, unless investing only in risk capital, then SICAR tax regime applicable

⦁ Rate: 0.01% of the NAV annually.
⦁ Exemptions apply.

No wealth tax

Not subject to withholding tax

⦁ RAIFs investing in a portfolfio of risk capital (such as a SICAR)
Access if set-up as a corporate entity (except if set-up under the form of a SCS/SCSp).
⦁ RAIFs not investing in a portfolio of risk capital (such as a SICAR), but set-up as:
SICAV / SICAF: Limited to certain double tax treaties (see circular of the tax administration of 12 February 2016).
FCP: No access except for Ireland.

No, unless RAIF that invests in a portfolio of risk capital (such as a SICAR).

No debt-to-equity ratio

Hedge funds, private equity and venture capital funds, real estate funds, infrastructure funds, distressed debt funds, Islamic finance funds, microfinance funds, socially responsible investment funds, tangible assets funds and any other type of alternative funds

SPF

Law of 11 May 2007 (“SPF Law”)

No

In principle no (as it would not be considered as “raising” capital from a number of investors as the structure generally serves for the investment of the private wealth of a “pre-existing group” (as defined in the ESMA guidelines on key concepts of the AIFMD))

Not applicable

Not applicable

Restricted to:
⦁ natural persons acting in the context of the management of their personal wealth;
⦁ management entities acting solely in the interest of the private wealth (e.g. trusts, private foundations); and
⦁ intermediaries acting for the account of the above mentioned eligible investors (e.g. bank acting under a fiduciary agreement).

Restricted to acquisition, detention, management and realisation of financial assets. The SPF is not allowed to carry out commercial activities or to hold directly real estate (except for its own use or through its participations)

No risk diversification requirements

⦁ SA
⦁ Sàrl
⦁ SCA
⦁ SCoSA

No

Depends on the form:
⦁ SA / SCA: EUR 30,000
⦁ Sàrl: EUR 12,000
⦁ SCoSA: no minimum capital

Registered auditor in principle not required unless two of the following criteria are met: (i) net turnover above EUR 8.8 million, (ii) balance sheet above EUR 4.4 million and (iii) average number of employees above 50. However, depending on the legal form of the company, there may be an obligation to appoint a commissaire aux comptes.

No

No

Not required

No income tax

Annual subscription tax of 0.25% on the amount of paid up capital and issue premium (if any)

No wealth tax

Not subject to withholding tax

No

No

Tax of 0.25% on the debt that exceeds 8 times the paid-up capital increased by the issue premium

Individuals wishing to optimise their personal tax planning (private wealth management purposes).

Unregulated SCS / SCSp

Law of 10 August 1915
(“Company Law”)

No

Non-AIF, unless activities fall within the scope of article 1 (39) of the AIFM Law

Possible

Required in case the entity is an AIF that is not self-managed and above the AIFMD threshold

Unrestricted

Unrestricted

No risk diversification requirements

⦁ SCS
⦁ SCSp

No

No minimum capital requirement

For SCS:
⦁ Alternative Investment Fund Manager (if the SCS qualifies as an AIF).
⦁ No requirement to appoint a depositary (except if the SCS qualifies as an AIF and is managed by a duly authorised AIFM).
For SCSp:
⦁ Alternative Investment Fund Manager (if the SCSp qualifies as an AIF).
⦁ No requirement to appoint a depositary (except if the SCSp qualifies as an AIF and is managed by a duly authorised AIFM).

In principle, no. The SCS/SCSp may however issue debt securities that are eligible to be listed on the stock exchange

No, unless it falls under the scope of the full AIFMD regime

Not required

No corporate income tax applicable. Municipal business tax of 6.75% applicable in very limited circumstances, namely in case the SCS/SCSp (i) carries out a commercial activity or (ii) is deemed to carry out a commercial activity. A SCS/ SCSp is deemed to carry out a commercial activity if its general partner is a Luxembourg public or private limited liability company holding at least 5% of the partnership interests. With a proper structuring of the GPs partnership interest it should be possible to avoid the deemed commercial characterisation of the SCS/SCSp

No subscription tax

No wealth tax

Not subject to withholding tax

No

No

No debt-to-equity ratio

Private equity, venture capital and real estate investments and any other alternative investments

Ordinary Luxembourg
company

Law of 10 August 1915
(“Company Law”)

No

Non-AIF, unless activities fall within the scope of article 1 (39) of the AIFM Law

Possible

Required in case the entity is an AIF that is not self-managed and above the AIFMD threshold

Unrestricted

Unrestricted

No risk diversification requirements

⦁ SA, Sàrl, SCA
⦁ SAS
⦁ SCoSA
⦁ SCS
⦁ SCSp

No

Depends on the form:
⦁ SA / SCA: EUR 30,000
⦁ Sàrl: EUR 12,000
No minimum capital requirement for other legal forms

Registered auditor in principle not required unless the company is an AIF managed by an AIFM with AUM above the threshold or two of the following criteria are met: (i) net turnover above EUR 8.8 million, (ii) balance sheet above EUR 4.4 million and (iii) average number of employees above 50. However, depending on the legal form of the company, there may be an obligation to appoint a commissaire aux comptes.

Yes

No, unless it falls under the scope of the full AIFMD regime

Not required

General aggregate rate: 27.08% in 2017 and 26.01% in 2018, but 100% exemption for dividends, liquidation proceeds and capital gains from qualifying participations

No subscription tax

0.5% on the NAV on 1 January. Since 2017, this minimum net wealth tax for holding and finance companies (known as the Soparfis)—the fixed financial assets, intercompany loans, transferable securities and cash at bank of which exceed both 90% of their gross assets and EUR 350,000—is fixed at EUR 4,815 per year. The minimum net wealth tax for all other corporations has not changed; in other words, it is EUR 535 for companies with a total balance sheet up to EUR 350,000.

Dividends distributed by a Luxembourg company are in principle subject to withholding tax at a rate of 15%, unless a domestic law exemption or a lower tax treaty rate applies

No

No

No provision in Luxembourg law. However there is a specifi administrative practice

Holding and financing activity, commercial activity, holding of IP, etc.

For assistance in choosing the right structure
and / or setting up a special limited partnership (alternative fund)
in the Grand Duchy of Luxembourg, do not hesitate to contact us.

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