- A public limited company (société anonyme – S.A.);
- A private limited liability company (société à responsabilité limitée – S.à r.l.);
- A partnership limited by shares (société en commandite par action – S.C.A.);
- A cooperative company organised as a public limited liability company (société cooperative organisée comme une S.A.);
- Limited partnership (société en commandite simple – S.C.S. and société en commandite simple à capital variable – S.C.S. à capital variable).
Authorisation and supervision
- the approval of the constitutional documents;
- the approval of the choice of depositary and auditor;
- the notification of the directors of the SICAR and of the depositary;
- the justification that the central administration of the SICAR is situated in Luxembourg.
Sicars which qualify as Aifs
SICARs qualifying as AIFs (SICAR AIFs) are required to appoint an AIFM which can be established in Luxembourg, in another EU Member State or in a third country. They may either appoint an external AIFM or choose being internally managed. In the latter case, the SICAR AIF will itself be considered as the AIFM. As a consequence, all of the AIFM Law’s obligations applying to the AIFM will have to be complied with by the SICAR AIF. SICAR AIFs managed by an EU authorised AIFM benefit from a passport allowing AIFMs to market the SICAR’s shares, units or partnership interests to professional investors within the EU through a regulator-to-regulator notification regime. For more details, please click here to access our brochure on the AIFMD.
SICARs are not subject to subscription tax. In terms of income tax, there is a tax exemption for income derived from transferable securities and for one year for income on cash held for the purpose of a future investment. The remaining income is subject to the ordinary corporate income tax. SICARs constituted in the form of an investment company may benefit from a large number of double tax treaties concluded by Luxembourg. Management services – except mere technical services – provided to a SICAR are exempt from Luxembourg VAT. A limited partnership is to be treated as transparent for Luxembourg tax purposes.
Depositary: SICARs must appoint a depositary, which is responsible for the custody of assets. The individuals who represent the depositary must be of good repute and have sufficient experience in the performance of their functions in the private equity field. Auditor: The SICAR prepares an annual report which is audited by an authorised external auditor with appropriate professional experience. There is no obligation to produce a semi-annual report. specific aspects: euveca and eusef SICARs which qualify as European Venture Capital (EuVECA) or European Social Entrepreneurship (EuSEF) Funds have the possibility to be subject to the EuVECA and EuSEF regulation respectively. Both regulations introduce a passport for the marketing of AIFs to EU-based eligible investors.
The Valsen Advantage
- We will advise you on the optimal legal structure for your requirements, size, expectations and circumstances.
- Valsen will assist to complete every form for each process in the best way we know how (Based on our many years’ experience with various regulators and service providers across the world)
- We are very hands on in the post filing period checking with the regulator and service providers and updating you regularly.
- Any queries raised by the regulators and service providers during processing will be quickly synthesized by us and we shall craft the right responses to move the process forward fast.
- We have a full in-house compliance support for all compliance requirements with the regulator and service