Article 17 Aifm Law Luxembourg


The CSSF first published frequently asked questions (FAQs) on its website1 on June 18, 2013, while we were still living in a world before the AIFM Directive. The FAQ has been regularly revised since then, most recently on March 17, 2014. This article summarizes the previous CSSF guidelines on Luxembourg`s implementation of the AIFM Directive. Incorporated RIS and RAIF are subject to a single registration requirement of €75 at the time of their creation and at any other corporate event (e.g. article changes). For an approved manager, the application must include: cssf questionnaire (cssf website); draft statutes; information on shareholders (qualifying holdings); governing bodies; Executives; developing policies and procedures; service provider agreements; and drafting the constitutional documents of the AIF to be managed. The FAQs are unfortunately silent on whether and how an AIFM managed by an AIFM exempted under the lighter regime (or an unregulated AIF under internal management exempted under the lean regime) can be marketed in Luxembourg after 22 July 2014. In particular, the FAQs on distribution in Luxembourg do not currently provide information on: a Luxembourg AIF not regulated by a management company in accordance with Article 125(1) of the UCITS Law; or an internally managed non-regulated Luxembourg AIF that plans to register under the lighter regime. The basic fund documents of regulated AIFs must be approved by the CSSF (offer document, articles of association, etc.). Similar presentations, flyers and short marketing materials do not need to be approved. In particular, for regulated funds, the following draft documents and information must be submitted to the CSSF: Statutes/LPA; Offer document; service provider agreements; information about the initiator; Consultant; CSSF questionnaires; and the Director`s documents. On average, the procedure takes three to four months. 2.

An AIFM (or an internally managed AIF) whose assets under management are less than (i) less than EUR 100 million or (ii) less than EUR 500 million, provided that the AIF is not mobilised and does not have redemption rights for a period of five years from the date of the initial investment in the AIF, may choose not to fall within the scope of the Managers Act. Managers who do not benefit from the passport are registered in accordance with Article 3(3) of the AIFM Law and must report to the CSSF on their investment policy and the main instruments they trade. 9. Chapter VII of paragraph 12 of ESMA`s final report on the guidelines on reporting obligations referred to in point (d) of Article 3(3) and Article 24(1), (2) and (4) of the AIFMD. A VAT exemption (Article 44(1)(d) of the Luxembourg VAT Law) is available for portfolio management services, investment advisory services and certain administrative services, while purely technical, supervisory and control services provided by a depositary are not exempt services. The VAT exemption for administrative and administrative services is also available for outsourced services, provided that those services, strictly invoiced, form a separate whole and constitute essential functions for the exempt administrative services, so that isolated technical supplies do not fall within the scope of the VAT exemption. No withholding tax is levied on distributions made by a regulated Luxembourg AIF to resident, non-resident or pension fund investors. Distributions made by an unregulated Luxembourg AIF to resident, non-resident or pension fund investors should be subject to a withholding tax of 15 % on the gross amount of dividends (unless there is a reduced rate or exemption under a DDT or the participation exemption scheme). ensure that the risks associated with each investment position of the AIF and their overall impact on the AIF`s portfolio can be properly identified, measured, managed and monitored on an ongoing basis, including through appropriate stress testing procedures; In accordance with Circular No. 723 of 29 December 2006, the Luxembourg tax authorities expressly acknowledged that all investment funds are subject to VAT (in the case of a mutual fund, the management company is the person subject to VAT).

Therefore, Luxembourg VAT will be applicable under the reverse charge mechanism, when a fund established in Luxembourg (or, in the case of an FCP, the management company) receives services from suppliers established in other EU Member States. Units of an AIF should only be listed on a regulated market in the Union or offered or placed by third parties acting on behalf of the AIFM if the AIFM managing the AIF is itself authorised to market the units or shares of the AIF in that Member State. In addition, other national and Union legislation, such as Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (17) and Directive 2004/39/EC may also regulate the distribution of AIFs to investors in the Union. 3.6 Can alternative investment funds be marketed to retail investors? Subject to strict restrictions and requirements, including the existence of objective reasons, an AIFM should be able to delegate the performance of some of its tasks on its behalf in accordance with this Directive in order to increase the efficiency of its operations.