Luxembourg alternative investment fund regimes Comparative tables - UCI Part II, SIF, SICAR, RAIF, SCS and SCSp - Loyens & Loeff
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LUXEMBOURG
Luxembourg
alternative investment
fund regimes
Comparative tables
UCI Part II, SIF, SICAR, RAIF, SCS and SCSp
Profile Loyens & Loeff
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general informational purposes and can not be considered as advice.
Comparative tables 3
1. Legal and regulatory requirements
Approval process and supervision
UCI Part II SIF SICAR RAIF SCS and SCSp**
Prior approval by the CSSF Prior approval by the CSSF Prior approval by the CSSF No CSSF approval required No CSSF approval required
of: of: of: and no ongoing CSSF and no ongoing CSSF
• constitutive documents • constitutive documents • constitutive documents supervision, but indirect supervision, but indirect
• prospectus • offering document or • offering document or supervision through the supervision through the
• main service provider PPM PPM AIFM. AIFM.
agreements • main service provider • main service provider Compulsory:
• the UCI’s directors agreements agreements • notarial deed recording
• choice of depositary, • conflict of interest policy • conflict of interest policy the constitution of the
authorised auditor and • risk management policy • risk management policy RAIF to be passed
either AIFM or portfolio • the SIF’s directors • the SICAR’s directors within 5 working days of
manager depending • choice of depositary, • choice of depositary, constitution
on the AIF status of the authorised auditor and authorised auditor and • notice of the constitution
fund. either AIFM or portfolio either AIFM or portfolio to be deposited
manager depending manager depending with RESA (recueil
Ongoing supervision by the on the AIF status of on the AIF status of the électronique des
CSSF. the SIF. SICAR. sociétés et associations)
within 15 working days
Ongoing supervision by the Ongoing supervision by the of the notarial deed. The
CSSF. CSSF. notice must indicate
the authorised AIFM
managing the RAIF
• the RAIF must be
registered on a list held
by the RCS (registre
du commerce et des
sociétés) within 20
working days of the
notarial deed.
Eligible assets
UCI Part II SIF SICAR RAIF SCS and SCSp**
All assets. All assets. Risk capital. All assets. All assets.
Diversification
UCI Part II SIF SICAR RAIF SCS and SCSp**
Diversification Diversification No diversification Diversification requirements No diversification
requirements apply. requirements apply. requirement. apply. Possibility to waive the requirement.
diversification requirements
for investments in risk
capital only.
Compartments/sub - funds
UCI Part II SIF SICAR RAIF SCS and SCSp**
Possible. Possible. Possible. Possible. Not possible.
* Please note that this column only covers SCS and SCSp not qualifying as SIF, SICAR or RAIF and managed by an authorised AIFM.
4
1. Legal and regulatory requirements
Borrowing restrictions
UCI Part II SIF SICAR RAIF SCS and SCSp**
Yes. These depend on the None. None. None. None.
investment strategy (50%
for real estate, 200% for
hedge funds and 400% for
hedge funds with a market
neutral strategy).
Risk management
UCI Part II SIF SICAR RAIF SCS and SCSp**
Risk management system Risk management system Risk management system AIFM managing the RAIF AIFM managing the SCS/
required. required. required. is required to have a risk SCSp is required to have a
management system. risk management system.
Depositary
UCI Part II SIF SICAR RAIF SCS and SCSp**
Mandatory. Mandatory. Mandatory. Mandatory. Mandatory.
Central Administration
UCI Part II SIF SICAR RAIF SCS and SCSp**
Must have its central Must have its central Must have its central Must have its central Must have its central
administration in administration in administration in administration in administration in
Luxembourg. This Luxembourg. This Luxembourg. This Luxembourg. This Luxembourg.
can mean appointing can mean appointing can mean appointing can mean appointing
local service providers, local service providers, local service providers, local service providers, Subject to evidence to
especially for the following especially for the following especially for the following especially for the following the contrary, the central
functions: functions: functions: functions: administration is deemed
• registrar and transfer • registrar and transfer • registrar and transfer • registrar and transfer to coincide with the place
agent agent agent agent of its registered office.
• administrative agent • administrative agent • administrative agent • administrative agent
Legal forms
UCI Part II SIF SICAR RAIF SCS and SCSp**
• FCP • FCP • SICAV/SICAF: SA, • FCP (except for RAIF • With legal personality
• SICAV: SA, SE • SICAV/SICAF: SA, SE, SCA, S.à r.l., SCS, investing in risk capital) (SCS).
• SICAF: any corporate SCA, S.à r.l., SCS, SCSp, Coop SA. • SICAV, SA, S.à r.l., • Without legal
form under the 1915 SCSp, Coop SA. SCA, SCS, SCSp, personality (SCSp).
law. Coop SA.
• SICAF: any corporate
form under the 1915
law.
Minimum capital / net assets
UCI Part II SIF SICAR RAIF SCS and SCSp**
EUR 1,250,000 to be EUR 1,250,000 to be EUR 1,000,000 to be EUR 1,250,000 to be No minimum capital
reached within 6 months reached within 12 months reached within 12 months reached within 12 months requirement.
after CSSF approval. after CSSF approval. after CSSF approval. after set-up. Initial share capital for
Initial share capital for a UCI Initial share capital for a Initial share capital for a an SCS/SCSp that is
Part II that is an authorised SIF that is an authorised SICAR that is an authorised an authorised internally
internally managed AIF is internally managed AIF is internally managed AIF is managed AIF is EUR
EUR 300,000. EUR 300,000. EUR 300,000. 300,000.
* Please note that this column only covers SCS and SCSp not qualifying as SIF, SICAR or RAIF and managed by an authorised AIFM.
Comparative tables 5
2. Shareholding
Eligible investor
UCI Part II SIF SICAR RAIF SCS and SCSp**
Any investor, but restricted Well-informed investors Well-informed investors Well-informed investors Professional investors.
in other EU countries to (institutional, professional (institutional, professional (institutional, professional
professional investors. and other investors and other investors and other investors
who invest more than who invest more than who invest more than
EUR 125,000) but EUR 125,000) but EUR 125,000) but
restricted in other EU restricted in other EU restricted in other EU
countries to professional countries to professional countries to professional
investors. investors. investors.
Distributions
UCI Part II SIF SICAR RAIF SCS and SCSp**
To be stated in the Payment of interim or Payment of interim or Payment of interim or Payment of interim or
prospectus. annual distributions are not annual distributions are not annual distributions are not annual distributions are not
Payment of interim or subject to any restrictions, subject to any restrictions, subject to any restrictions, subject to any restrictions,
annual distributions are not subject to compliance with subject to compliance with subject to compliance with subject to the provisions
subject to any restrictions the minimum net asset the minimum net asset the minimum net asset of the Limited Partnership
as long as the minimum requirement. requirement. requirement. Agreement.
capital is maintained.
* Please note that this column only covers SCS and SCSp not qualifying as SIF, SICAR or RAIF and managed by an authorised AIFM.
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3. Management and marketing
Management
UCI Part II SIF SICAR RAIF SCS and SCSp**
FCP: Managed by a FCP: Managed by a A management company A RAIF must be managed An SCS/SCSp may be
Luxembourg management Luxembourg management is not required. by an external authorised internally managed by its
company. The management company. The management AIFM established either in general partner which shall
company must be company must be Luxembourg, in another be authorised as AIFM.
approved by the CSSF. approved by the CSSF. EEA Member State or in a
third country (subject to An SCS/SCSp may also
SICAV/SICAF: SICAV/SICAF: the extension of the AIFMD be externally managed by
A management company is A management company is passport to that third appointing an authorised
not required. not required. country). AIFM established either in
Luxembourg, in another
For a RAIF organised as EEA Member State or in a
an FCP, the management third country (subject to
company (approved by the the extension of the AIFMD
CSSF) can act as AIFM or passport to that third
appoint an external one. country).
Marketing Passport
UCI Part II SIF SICAR RAIF SCS and SCSp**
A UCI Part II managed A SIF managed by an A SICAR managed by A RAIF benefits from a An SCS/SCSp managed
by an authorised AIFM authorised AIFM benefits an authorised AIFM European passport for by an authorised AIFM
benefits from a European from a European passport benefits from a European marketing and distribution benefits from a European
passport for marketing and for marketing and passport for marketing and to professional investors passport for marketing and
distribution to professional distribution to professional distribution to professional within EU/EEA Member distribution to professional
investors within EU/EEA investors within EU/EEA investors within EU/EEA States. investors within EU/EEA
Member States if the UCI Member States if the SIF Member States if the Member States.
Part II is subject to full is subject to full AIFMD SICAR is subject to full
AIFMD compliance. compliance. AIFMD compliance.
A UCI Part II managed by A SIF managed by a A SICAR managed by a
a registered AIFM does not registered AIFM does not registered AIFM does not
have a marketing passport. have a marketing passport. have a marketing passport.
* Please note that this column only covers SCS and SCSp not qualifying as SIF, SICAR or RAIF and managed by an authorised AIFM.
Comparative tables 7
4. Taxation
Corporate income tax
UCI Part II SIF SICAR RAIF SCS and SCSp*
Not subject to corporate Not subject to corporate A SICAR organized as a A RAIF is not subject to Not subject to corporate
income tax. income tax. capital company is subject corporate income tax. income tax due to its tax
to corporate income tax transparency.
at a rate of 26.01% (in For a RAIF that opts to
Luxembourg City in 2018). be taxed according to the
The return derived from same tax rules as those
securities is however applicable to SICARs (Risk
exempt from income tax. Capital RAIF), the same
The return on funds held corporate income tax
pending investment will also aspects apply as for the
benefit from the exemption, SICAR.
provided the funds are
invested in venture capital
and/or private equity
projects within 12 months.
A SICAR organised as a
limited partnership is not
subject to corporate
income tax due to its tax
transparency.
Subscription tax
UCI Part II SIF SICAR RAIF SCS and SCSp*
Subject to subscription Subject to subscription Not liable to subscription Subject to subscription Not liable to subscription
tax at a rate of 0.05% tax at a rate of 0.01% tax. tax due at a rate of 0.01% tax.
p.a. on its net assets. p.a. on its net assets. p.a. of its net assets.
Some exemptions from Some exemptions from Some exemptions from
subscription tax apply. subscription tax apply. subscription tax apply.
Subscription tax is Subscription tax is paid Subscription tax is paid
paid quarterly, based quarterly, based on quarterly, based on
on quarter-end NAV. A quarter-end NAV. quarter-end NAV.
reduction to 0.01% p.a.
is available for institutional A Risk Capital RAIF is not
share classes or subfunds liable to subscription tax.
Wealth tax
UCI Part II SIF SICAR RAIF SCS and SCSp*
Not subject to net wealth Not subject to net wealth Not subject to net Not subject to net wealth Not subject to net wealth
tax. tax. wealth tax, except for tax. tax.
the minimum net wealth
tax of EUR 4,815 p.a., in A Risk Capital RAIF is not
principle. subject to net wealth tax
except for the minimum
net wealth tax of EUR
4,815 p.a., in principle.
* Please note that this column only covers SCS and SCSp not qualifying as SIF, SICAR or RAIF and managed by an authorised AIFM.
8
4. Taxation
Withholding taxes (on dividends / interests paid)
UCI Part II SIF SICAR RAIF SCS and SCSp*
Distributions are not Distributions are not Distributions are not Distributions are not Distributions are not
subject to withholding tax. subject to withholding tax. subject to withholding tax. subject to withholding tax. subject to withholding tax.
Double taxation treaties (DTT) benefit
UCI Part II SIF SICAR RAIF SCS and SCSp*
A UCI Part II organised as A SIF organised as a A SICAR organised as a A RAIF organised as a Not entitled to tax treaty
a capital company should capital company should capital company should capital company should benefits due to its tax
generally be entitled to generally be entitled to generally be entitled to tax generally be entitled to transparency.
tax treaty benefits unless tax treaty benefits unless treaty benefits. tax treaty benefits unless
provided otherwise. provided otherwise. provided otherwise.
A SICAR organised as
A UCI Part II organised as A SIF organised as a a limited partnership is A Risk Capital RAIF
a limited partnership or an limited partnership or an not entitled to tax treaty organised as a capital
FCP is not entitled to tax FCP is not entitled to tax benefits due to its tax company should generally
treaty benefits due to its treaty benefits due to its transparency. be entitled to tax treaty
tax transparency. tax transparency. benefits.
A RAIF organised as a
limited partnership or an
FCP, or a Risk Capital RAIF
organised as a limited
partnership, is not entitled
to tax treaty benefits due
to its tax transparency.
Within the scope of VAT
UCI Part II SIF SICAR RAIF SCS and SCSp*
Yes. Yes. Yes. Yes. Yes.
A UCI Part II qualifies, in A SIF qualifies, in principle, A SICAR qualifies, in Qualifying as an AIF, a RAIF Qualifying as an AIF, an
principle, as a taxable as a taxable person for principle, as a taxable qualifies, in principle, as SCS/SCSp qualifies, in
entity for VAT purposes. VAT purposes. Under person for VAT purposes. a taxable person for VAT principle, as a taxable
Under specific conditions, specific conditions, Under specific conditions, purposes. Under specific person for VAT purposes.
management services management services are management services are conditions, management Under specific conditions,
are VAT exempt. In VAT exempt. In specific VAT exempt. In specific services are VAT exempt. management services
specific cases, a UCI cases, a SIF will have to cases, a SICAR will have In specific cases, a RAIF are VAT exempt. In
Part II will have to register register for Luxembourg to register for Luxembourg will have to register specific cases, a SCS/
for Luxembourg VAT VAT purposes. VAT purposes. for Luxembourg VAT SCSp will have to register
purposes. purposes. for Luxembourg VAT
purposes.
* Please note that this column only covers SCS and SCSp not qualifying as SIF, SICAR or RAIF and managed by an authorised AIFM.
Comparative tables 9
5. Reporting requirements
Reporting
UCI Part II SIF SICAR RAIF SCS and SCSp*
Semi-annual report and Annual report to assess Annual report to assess Annual report to assess Annual report (by AIFM)
annual report to assess the the assets, liabilities, the assets, liabilities, the assets, liabilities, to assess the assets,
assets, liabilities, income income and operations of income and operations of income and operations of liabilities, income and
and operations of the UCI the SIF. the SICAR. the RAIF. operations of the SCS/
Part II. SCSp.
Annual report to be Annual report to be Annual report to be
Annual report to be available to investors within available to investors within available to investors within Annual report to be
available within 6 months 6 months from the end of 6 months from the end of 6 months from the end of available to investors within
from the end of the period the period covered. the period covered. the period covered. 6 months from the end of
covered, unaudited semi- the period covered.
annual report within 3
months.
Valuation principles
UCI Part II SIF SICAR RAIF SCS and SCSp*
Unless the constitutive Valuation at fair value, Valuation at fair value, Valuation at fair value, A proper and independent
documents provide or according to the or according to the or according to the valuation of the assets,
otherwise, listed rules provided for in the rules provided for in the rules provided for in the according to the rules
instruments are valued constitutive documents. constitutive documents. constitutive documents. provided for in the Limited
according to the last Partnership Agreement.
available price, if it is
representative; other
assets are valued at the
probable realisation value,
estimated with care and in
good faith.
Audit
UCI Part II SIF SICAR RAIF SCS and SCSp*
Annual report to be Annual report to be Annual report to be Annual report to be Annual report to be
audited by an approved audited by an approved audited by an approved audited by an approved audited by an approved
statutory auditor (réviseur statutory auditor (réviseur statutory auditor (réviseur statutory auditor (réviseur statutory auditor (réviseur
d’entreprises agréé). d’entreprises agréé). d’entreprises agréé). d’entreprises agréé). d’entreprises agréé).
* Please note that this column only covers SCS and SCSp not qualifying as SIF, SICAR or RAIF and managed by an authorised AIFM.
Contact information Loyens & Loeff Luxembourg S.à r.l. Avocats à la Cour 18-20, rue Edward Steichen L-2540 Luxembourg T +352 466 230 F +352 466 234 www.loyensloeff.lu Marc Meyers Vassiliyan Zanev Partner Partner T +352 466 230 306 T +352 466 230 257 E marc.meyers@loyensloeff.com E vassiliyan.zanev@loyensloeff.com Frank van Kuijk Jérôme Mullmaier Partner Partner T +352 466 230 330 T +352 466 230 269 E frank.van.kuijk@loyensloeff.com E jérôme.mullmaier@loyensloeff.com Christophe Boyer Antoine Fortier-Grethen Local Partner Local Partner T +352 466 230 442 T +352 466 230 287 E christophe.boyer@loyensloeff.com E antoine.fortier@loyensloeff.com Pieter Leguit Laure Mersch Local Partner Counsel T +352 466 230 215 T +352 466 230 254 E pieter.leguit@loyensloeff.com E laure.mersch@loyensloeff.com Natalja Taillefer Veronica Aroutiunian Counsel Senior Associate T +352 466 230 517 T +352 466 230 386 E natalja.taillefer@loyensloeff.com E veronica.aroutiunian@loyensloeff.com Guillaume Benoit Charlotte Ferrand Senior Associate Senior Associate T +352 466 230 469 T +352 466 230 258 E guillaume.benoit@loyensloeff.com E charlotte.ferrand@loyensloeff.com Tina Fettes Pierre-Antoine Klethi Senior Associate Senior Associate T +352 466 230 423 T +352 466 230 429 E tina.fettes@loyensloeff.com E pierre-antoine.klethi@loyensloeff.com Mathilde Lavenu Maude Royer Senior Associate Senior Associate T +352 466 230 289 T +352 466 230 309 E mathilde.lavenu@loyensloeff.com E maude.royer@loyensloeff.com
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