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

One or more classes of shares or units that
match various characteristics may be created in
a stand-alone fund or in each sub-fund of an
umbrella fund. The classes of shares or units
may for example have the following distinguishing
features:
Distribution policy (distribution or capitalization
shares / units).
Currency (different currencies for the shares/
units may be accommodated, e.g. USD, EUR,
JPY, etc).
Investors targeted (either retail, professional
or institutional investors, investors of a
different nationality, etc).
Structure of fees (different fee structures may
be accommodated, such as e.g. in relation to
the subscription fee, redemption fee, conversion
fee, deferred sales charge, distribution
fee, management fee, etc).
Currency hedging (hedged classes or not).
Minimum subscription and holding
requirements.
3. Main features of the
different company forms
The table below details the most common
corporate forms used for setting up an
investment fund subject to the 2002 Law
or the 2007 Law.
S.A. S.à r.l. S.C.A. S.C.S.
Key features
Most commonly used
Originally created for share-
Particularly convenient for
Particularly convenient for
corporate form.
holders with a significant
fund initiators who want to
fund vehicles where (i) tax
personal relationship with one
retain total control of the
transparency is required at
another (intuitu personae), as
management.
the level of the company itself
evidenced by specific rules still
and (ii) fund initiators want to
in place (see “Transfers of
retain total control of the
shares”, “Listing of shares”,
management.
“Amendment to articles of
Partnership formed by written
incorporation” below) although
agreement of its partners.
practice shows that this form
No need for a notarial deed.
is now used despite a lack of
any sort of link among the
shareholders.
Shareholders
/
Partners
One or more limited
shareholders
(no upper limit).
One or more limited
shareholders
(no more than 40).
One or more unlimited
shareholders and several
limited shareholders
One or more unlimited
partners and one or more
limited partners
(no upper limit).
(no upper limit).
Liability
Shareholders are only liable
Shareholders are only liable
Unlimited
Unlimited
up to the amount committed.
up to the amount committed.
shareholders are indefinitely,
partners are indefinitely, jointly
jointly and severally liable
and severally liable (but may
(but may be incorporated as
be incorporated as limited
limited liability companies or
liability companies or
partnerships).
partnerships).
Limited
Limited
shareholders are only liable
partners are only liable up to
up to the amount committed.
the amount committed.
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