Registering of funds in Luxembourg

01.06.2019

You can register an investment organization in Luxembourg by SOPARFI type in one of the forms of a limited liability company: SA, SARL, SCA, Coop-SA, SE, SCS/SCSp.

SA (Société anonyme) is the analogue of an Open Joint Stock Company or AG (also in the form of one shareholder S.A.);
SARL (Société à responseabilité limitée) is the analogue of a private limited company or GmbH (also in the form of a single shareholder of SARL);
SCA (Société en commandité par actions) is similar to Partnership Limited through Shares or Kommanditgesellschaft auf Aktien (KGaA);
Coop-SA is a Cooperative (can also be registered as a public company);
SE (Société européenne) is an anonymous company, incorporated in accordance with Article 2 of the Regulation of the European Council (CE) No. 2157/2001 of October 8, 2001 on the Memorandum of Association for a European company. Contributions may be paid in cash or in kind. Shares may be issued as registered or bearer.

Varieties of investment funds in Luxembourg: RAIF, SICAR, SIF, SOPARFI. They are not forms of companies, but reflect the specifics, the regulatory code, to which certain forms of companies are subordinate.

RAIF: this form of company exists since 2016, the name stands for reserve fund for alternative investments.
Risky investments in diversified or non-diversified venture capital are dealt with those investors, who choose to register SICAR in Luxembourg, the activity of which is regulated by the same law.
According to the instructions of the latest Luxembourg Financial Supervision Commission (CSSF) Circular, in order to register a specialized investment fund in Luxembourg (SIF), no more than 30% of its assets may be investment deposits or derivatives (bonds of 1 issuer). When planning to register a specialized investment capital in Luxembourg, you will avoid a direct regulatory oversight.
In 1990, Luxembourg transposed the European Parent and Subsidiary Directive into national law applicable to fully tax resident companies. Since then, investors can register an investment fund in Luxembourg in a new, specially developed form of a company called Société de Participations Financières (SOPARFI):

Timeframes for registering the investment capital in Luxembourg:

Soparfi - from a few days.
RAIF - from 5 working days in connection with the preparation of a notarial deed. After 15 days (up to 20 business days) the publication in RESA is required.
SICAR, SIF is unlimited, as it requires the approval by the Luxembourg regulator.
SCS, SCSp and FCP - upon the registration in RCS and a publication on pages of the official electronic registry.

Estimates analysis for registering an investment fund in Luxembourg:

	SARL	SA	SCA	SIKAR	SIF	RAIF
A minimum share capital	12 000 Euros	30 000 Euros	30 000 Euros	1 million Euros	1,25 million Euros	1,25 million Euros
Necessity of the office rental/purchase in Luxembourg	+	-	-	-	+	+
Necessity of the deposit to protect assets	-	-	-	+	+	+

A privacy level

A confidentiality is regulated in RESA. SICAR, SIF and RAIF, for which the capital structure can be verified, have a high level of confidentiality with other signatories. If SICAR, SIF, SCSp or RAIF are formed as SARL with a fixed size of assets, then the data on shareholders and the distribution of shares between them will be in the accessible register of RESA and RCS.