setting up an investment fund in luxembourg ... - Casa4Funds

IV. available structures
The 2002 Law and the 2007 Law permit the
creation of FCPs and investment companies.
The latter may be established either as SICAVs
or as SICAFs.
Both the 2002 Law and the 2007 Law permit
the creation of funds as stand-alone funds or as
umbrella funds with different sub-funds (see
section “Umbrella Funds” hereafter).
1. FCP - SICAV - SICAF
FCP SICAV SICAF
Legal form
of vehicle
Contractual vehicle. Corporate vehicle. Corporate vehicle.
Key features
- Undivided co-ownership of
assets;
- Has no legal personality;
- Very flexible vehicle,
because it is not subject to
any specific corporate law
requirements.
- Variable share capital
equal to the net assets;
- Has a legal personality;
- No need to formally
increase or reduce the
share capital.
- Fixed share capital;
- Has a legal personality;
- Formal decision to increase
or reduce the share capital is
necessary; such decision is
subject to specific corporate
law requirements.
Management
Managed by a management
company either subject to
Chapter 13 or Chapter 14 of
the 2002 Law.
Depending on legal form,
managed by a board of
directors, manager(s),
general partner(s) or a
board of managers.
Depending on legal form,
managed by a board of
directors, manager(s),
general partner(s) or a
board of managers.
Shareholders/
Unitholders
- One or several unitholders;
- Liability of unitholders
limited to the amount
committed to the FCP;
- Possibility to be protected
from hostile takeovers,
since investors usually do
not have voting rights;
- Voting rights may however
be granted in respect of
certain matters or a
committee of investors can
be established.
- One or several shareholders;
- Liability of shareholders in
principle limited to the
amount committed to the
SICAV;
- Shares entitle shareholders
to voting rights.
- One or several shareholders;
- Liability of shareholders in
principle limited to the
amount committed to the
SICAV;
- Shares entitle shareholders
to voting rights.
Paid-in
capital
Partly paid units may be
issued.
2002 Law:
Shares must be fully paid.
2007 Law:
Partly paid shares may be
issued.
2002 Law
and 2007 Law:
Partly paid shares may be
issued.
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