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.

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