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

V. main players
1. The management
company
FCPs subject to the 2002 Law and the 2007
Law are necessarily managed by a management
company. SICAVs may also appoint a
management company, in particular in order
to comply with the substance requirements of
Part I of the 2002 Law. Management companies
may either be subject to the provisions of
Chapter 13 or Chapter 14 of the 2002 Law,
depending on the status of the investment
fund they manage.
Scope of application
Available company forms
Permitted activities
Requirements to be fulfilled
Chapter 13 of the 2002 Law
- Applies to management companies managing at
least one UCITS;
- Benefits from the European passport.
- Public limited company (S.A.);
- Private limited company (S.à r.l.);
- Cooperative company;
- Cooperative company set up as a public limited
company;
- Corporate partnership limited by shares (S.C.A).
- Core services: provision of collective portfolio management
services to UCITS, UCIs and SIFs (including
asset management, administration and marketing);
- Additional services:
Management of individual portfolios on
a discretionary and individual basis;
Investment advice;
Safekeeping and administration of shares/units
of UCITS, UCIs and SIFs.
- Possibility to delegate activities to third parties.
- Minimum capital requirements: initial capital of
at least EUR 125,000; if the value of the portfolios
managed by a management company exceeds
EUR 250 million, the capital must be increased
by an amount equal to 0.02% of the amount by which
the value of the managed portfolios exceeds EUR 250
million, provided that a management company is not
required to have a capital of more than EUR 10 million;
- Directors and persons who conduct the business
must be of good repute and have the necessary
professional experience. Identity of directors and
of persons succeeding them in office must be
communicated to the CSSF.
- Identity of shareholders or members having a
qualified holding must be communicated to the
CSSF. Any change in the persons having a qualified
holding must be notified to the CSSF.
- The organisational structure of the management
company must be described to the CSSF;
Chapter 14 of the 2002 Law
- Applies to management companies managing at
least one UCI;
- Does not benefit from the European passport.
- Public limited company (S.A.);
- Private limited company (S.à r.l.);
- Cooperative company;
- Cooperative company set up as a public limited
company;
- Corporate partnership limited by shares (S.C.A).
- Activity limited to the management of UCIs and SIFs,
the management of own assets being only an
ancillary activity;
- Possibility to delegate activities to third parties.
- Must have sufficient financial resources (minimum
paid-up capital of EUR 125,000).
- Directors and persons who conduct the business
must be of good repute and have the necessary
professional experience. Identity of directors and of
persons succeeding them in office must be
communicated to the CSSF.
- Identity of shareholders or members must be
communicated to the CSSF. Any change in the
shareholders or members should be notified to the
CSSF.
- The organisational structure of the management
company must be described to the CSSF;
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