Valsen Corporate

Luxembourg Specialized Investment Fund (SIF)_Guideline

Luxembourg Specialized Investment Fund (SIF) License
The Law of 13 February 2007 on Specialised Investment Funds as amended, provides the legal framework for the provision of the Luxembourg Specialized Investment Fund.
Permitted Activities
The SIF is a regulated, operationally flexible and fiscally efficient investment fund for an international qualified investor base that is regulated by the Luxembourg Commission de Surveillance du Secteur Financier “CSSF”). Investment in a SIF is reserved for “well-informed” investors, comprising institutional investors, professional investors and investors who confirm in writing that they are a “well-informed” investor and who either invest the minimum stated capital (EUR 1,250,000) or has been assessed by a credit institution, investment firm or management company which certifies the investor’s ability to understand the associated risks of investing in the SIF.
Legal Requirements

Sr.
No		 Element Requirement(s)
Entity Requirements A SIF may be structured in various legal forms, including:

  1. A common fund governed by a contractual arrangement (“FCP”)
  2. An investment company with variable capital (“SICAV”) or with fixed capital (“SICAF”), qualifying as:
  • a public limited liability company (“SA”) or a private limited liability company (“S.à.r.l.”)
  • a partnership limited by shares (“SCA”), a common limited partnership (“SCS”) or a special limited partnership (“SLP”)
  1. As any other legal regime available under Luxembourg law.
Director’s Requirements The licensee will need at least 2 (two) natural person Fit and Proper Directors of any jurisdiction.
Shareholder requirements The minimum number of shareholder for the SIF in one.
Prospectus or Offering Document A SIF must prepare a prospectus or offering document. The issuing document may be a private placement memorandum, offering memorandum or prospectus.
Appointment of Alternative Investment Fund Manager (AIFM)
  • SIFs that qualify as Alternative Investment Funds (AIFs) are required to appoint an AIFM, unless they benefit from the limited exemptions provided by the AIFM Law.
  • The AIFM can be established in Luxembourg, in another EU Member State or in a third country.
  • SIFs qualifying as AIFs may either appoint an external AIFM (the management company of the fund or a different entity is appointed as AIFM) or choose to be internally managed. In the latter case, the SIF will itself be considered as the AIFM and will have to comply with all the legal obligations of the AIFM Law.
Minimum Capital Requirements The net assets of a SIF may not be less than EUR 1,250,000. This minimum must be reached within a period of twelve months following its authorisation. At least 5% of the capital needs to be paid up at subscription.

Ongoing Obligations
SIFs are subject to few regulatory requirements, which include:

  1. Submission of issuing document and any amendments to CSSF for approval.
  2. Issuance of an audited annual report for each financial year within six (6) months of the end of the financial year. There are no requirements to issue semi-annual reports or prepare consolidated financial statements.

About Valsen Fiduciaries
Valsen Fiduciaries is a licensed independent global service provider of a broad range of fiduciary, administrative, legal, corporate secretarial and support services.

    1. Company formations and Administration
    2. Assistance with Bank Account opening
    3. Collective Investment Setup and Administration
    4. Intellectual Property Registrations and Maintenance.
    5. Trusts and Foundations setup and administration
    6. Online Payment Gateway Solutions
    7. Banking Licenses and PSP, E-Money, E- Wallet Licenses
    8. Yacht and aircraft registrations.
    9. Cryptocurrency Solutions (ICO, STO, Crypto Exchanges etc)

The Valsen Advantage

  • We will advise you on the optimal legal structure for your requirements, size, expectations and circumstances. We have extensive knowledge of a wide range of securities dealer licenses in all major jurisdictions.
  • 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 re 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 providers

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