UCI Structures in Luxembourg
Updated on Thursday 23rd February 2023
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Investors who want to set up their business operations in Luxembourg can also open a fund here. There are several structures, available for different types of investment fields, as well as for different types of investors. A type of fund which can be opened in Luxembourg is the undertakings for collective investments (UCI). Our team of financial specialists can provide an in-depth presentation on the structures of UCIs, their main purposes and the ways in which businessmen can capitalize their investments through this type of funds. At the same time, our consultants can also explain the main stipulations under which UCIs can be established in Luxembourg.
The main characteristics of UCIs in Luxembourg
Undertakings for collective investments refers to collective investments which require capital from multiple investors. The UCI has to follow a certain investment policy on which the investors can agree upon.
The following video offers a short presentation on the UCI structures in Luxembourg:
In some cases, the shares of UCIs can also be distributed to the general public. It is important to know that Luxembourg represents the first location (at a worldwide level) for the establishment of UCIs; our team of financial specialists can offer more details on the distributions of the UCIs’ shares.
Legal structures for a UCI in Luxembourg
The main legal framework under which UCI can function in Luxembourg is the Part II Law, which regulates the legal structures of UCIs, their activities, the main regulatory bodies and many others.
UCIs can be set up under the following structures:
• FCP - common funds;
• SICAV – open-ended investment company;
• SICAR – close-ended investment company.
The common fund is not established under a legal personality and thus, this type of fund must be regulated by a management company.
In the situation of funds established as SICAR/SICAV, the investors can set up the following entities:
• public limited company (SA);
• private limited company (SARL);
• partnership limited by shares (SCA);
• limited partnership (SCS);
• special limited partnership (SCSp).
The SCSp was introduced in the local legislation in July 2013, under the rules of the Alternative Investment Fund Managers Law.
Investors who need further information on the structures under which undertakings for collective investments can be set up in Luxembourg can contact our team of financial experts for assistance.
You can also contact our specialists if you need advice on other types of structures that can be registered in this country, such as the SIF in Luxembourg. SIFs must be set up as per the rules of the Regulation (EU) 2017/1131, as well as laws concerning anti-money laundering.
This fund requires a large capital investment, of EUR 1,250,000, which can be deposited in a period of 12 months following the incorporation of the fund.
A large capital base is necessary for other funds. For instance, foreign businessmen who want to set up a SICAR in Luxembourg are required to deposit a capital or EUR 1 million.
The same period, of 12 months, can be used for raising the necessary capital. However, during the incorporation formalities investors must deposit at least 5% of the total capital. The fund must be registered with the CSSF.
A low capital requirement compared to the ones presented above is applicable for the SOPARFI in Luxembourg. The SOPARFI is registered as a commercial company at the capital can be of either EUR 12,5000, either EUR 30,000, depending on the legal entity chosen for incorporation.
Foreign investors have 5 options when it comes to the legal entity selected for the SOPARFI.
An investment fund with low capital requirements is the RAIF in Luxembourg, which can be set up with a capital of EUR 125,000 per investor. The overall net assets of the fund must be EUR 1,250,000, but this can happen within 1 year (12 months) since the fund was incorporated.
The fund must be approved for operations by the CSSF and it can be set up only by well-informed investors.