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

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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. 16
S.A. S.à r.l. S.C.A. S.C.S. Contributions In cash or in kind: contributions In cash or in kind: In cash or in kind: contributions In cash or in kind: in kind are in principle subject contributions in kind are not in kind are in principle subject contributions in kind are not to a valuation report from an subject to a valuation report to a valuation report from an subject to a valuation report independent auditor. from an independent auditor. independent auditor. from an independent auditor. Form of shares Bearer or registered form. Registered form only. Bearer or registered form. Registered form only. Transfers of shares No statutory restriction on transfers. Transfers to non-shareholders are subject to the prior No statutory restriction on transfers. Transfers not allowed unless authorised by the partnership approval of the shareholders agreement or approved by all representing three-quarters of the partners. the share capital. Listing of shares Listing possible. Listing not allowed. Listing possible. Listing not allowed. Management One-tier SA: by a board of By one or several managers. By the general partner. By the general partner. directors of three directors at Unlimited shareholder(s) Unlimited partner(s) act(s) least, if several shareholders. act(s) as general partner(s). as general partner(s). Two-tier SA: by a management board of two members at least, supervised by a supervisory board of three members at least, if several shareholders. Amendment to articles of incorporation By a quorum representing at least half of the share capital 7 and a two-third majority of By (i) a majority in number of the shareholders and (ii) such majority representing at least By a quorum representing at least half of the share capital 7 and a two-third majority of By all the partners, unless otherwise specified in the partnership agreement. shareholders, in the presence three-quarters of the share shareholders, including the of a Luxembourg notary. capital, in the presence of a general partner, in the Luxembourg notary. presence of a Luxembourg notary. 7 This quorum requirement is not applicable to the second shareholders’ meeting which may be convened if the required quorum has not been met at the first meeting. 17
Page 1: investment management setting up an
Page 4 and 5: definitions 1993 Law Law of 5 April
Page 6 and 7: I. legal framework for setting up a
Page 8 and 9: Part I (UCITS) Part II (UCIs) 3. Tr
Page 10 and 11: Part I (UCITS) Part II (UCIs) which
Page 12 and 13: III. specialised investment funds (
Page 14 and 15: IV. available structures The 2002 L
Page 18 and 19: V. main players 1. The management c
Page 20 and 21: 3. The central administration agent
Page 22 and 23: VII. taxation 2002 Law 2007 Law Sub
Page 24: VIII. once-off and ongoing costs at
Page 28: ALFI thanks Arendt & Medernach, whi

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