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Registering of funds in Luxembourg

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You can register an investment organization in Luxembourg by SOPARFI type in one of the forms of a limited liability company: SA, SARL, SCA, Coop-SA, SE, SCS/SCSp.

  • SA (Société anonyme) is the analogue of an Open Joint Stock Company or AG (also in the form of one shareholder S.A.);
  • SARL (Société à responseabilité limitée) is the analogue of a private limited company or GmbH (also in the form of a single shareholder of SARL);
  • SCA (Société en commandité par actions) is similar to Partnership Limited through Shares or Kommanditgesellschaft auf Aktien (KGaA);
  • Coop-SA is a Cooperative (can also be registered as a public company);
  • SE (Société européenne) is an anonymous company, incorporated in accordance with Article 2 of the Regulation of the European Council (CE) No. 2157/2001 of October 8, 2001 on the Memorandum of Association for a European company. Contributions may be paid in cash or in kind. Shares may be issued as registered or bearer.

Varieties of investment funds in Luxembourg: RAIF, SICAR, SIF, SOPARFI. They are not forms of companies, but reflect the specifics, the regulatory code, to which certain forms of companies are subordinate.

  • RAIF: this form of company exists since 2016, the name stands for reserve fund for alternative investments.
  • Risky investments in diversified or non-diversified venture capital are dealt with those investors, who choose to register SICAR in Luxembourg, the activity of which is regulated by the same law.
  • According to the instructions of the latest Luxembourg Financial Supervision Commission (CSSF) Circular, in order to register a specialized investment fund in Luxembourg (SIF), no more than 30% of its assets may be investment deposits or derivatives (bonds of 1 issuer). When planning to register a specialized investment capital in Luxembourg, you will avoid a direct regulatory oversight.
  • In 1990, Luxembourg transposed the European Parent and Subsidiary Directive into national law applicable to fully tax resident companies. Since then, investors can register an investment fund in Luxembourg in a new, specially developed form of a company called Société de Participations Financières (SOPARFI):
Timeframes for registering the investment capital in Luxembourg:
  • Soparfi - from a few days.
  • RAIF - from 5 working days in connection with the preparation of a notarial deed. After 15 days (up to 20 business days) the publication in RESA is required.
  • SICAR, SIF is unlimited, as it requires the approval by the Luxembourg regulator.
  • SCS, SCSp and FCP - upon the registration in RCS and a publication on pages of the official electronic registry.
Estimates analysis for registering an investment fund in Luxembourg:

SARL

SA

SCA

SIKAR

SIF

RAIF

A minimum share capital

12 000 Euros

30 000 Euros

30 000 Euros

1 million

Euros

1,25 million Euros

1,25 million Euros

Necessity of the office rental/purchase in Luxembourg

+

-

-

-

+

+

Necessity of the deposit to protect assets

-

-

-

+

+

+

A privacy level

A confidentiality is regulated in RESA. SICAR, SIF and RAIF, for which the capital structure can be verified, have a high level of confidentiality with other signatories. If SICAR, SIF, SCSp or RAIF are formed as SARL with a fixed size of assets, then the data on shareholders and the distribution of shares between them will be in the accessible register of RESA and RCS.

Read also:

IQ Decision lawyers are ready to provide you with additional questions, related to the registration of the organization in Luxembourg, at the phone numbers listed on the website.

  • The information outlined in the article is actual at the time of its publication.

  • Please refer to our specialists for checking possible solutions for your business.

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