Fund sponsors and managers

Setting up an investment fund in Luxembourg: from vehicle to RCS

A Luxembourg fund rests on a vehicle, a general partner (GP) and, depending on the regime, an authorised manager, a depositary and an auditor. We incorporate the GP and the vehicle and coordinate lawyers and notaries; CSSF authorisation and regulatory advice stay outside our scope.

Five regimes compared, with the sources cited
GP as a SARL, SCSp or SCS, RCS and RBE
Fees and timing on quote, depending on the structure

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Published on 10 October 2026 · Updated on 10 October 2026

In short

To set up a fund in Luxembourg, you choose a regime: unregulated SCSp, RAIF, SIF, SICAR or Part II UCI. The last three are authorised by the CSSF. A RAIF is not, but requires an authorised AIFM. Business Registration incorporates the GP and the vehicle, working with your lawyers and notaries.

Terms to know

GP: general partner that manages the limited partnership and is liable without limit for its debts, often a dedicated SARL.
AIF: alternative investment fund: a collective investment undertaking that raises capital from several investors to invest it under a defined policy.
AIFM: alternative investment fund manager: a legal person whose regular business is managing one or more AIFs; a Luxembourg AIF has only one.
Well-informed investor: an institutional or professional investor, or an investor who states their status in writing and invests at least EUR 100,000 or is assessed as competent by a financial institution.
RAIF: reserved alternative investment fund, governed by the law of 23 July 2016 and not subject to CSSF authorisation.

The five regimes: framework, investors and registration

First table: legal framework, supervision, investors and entry formalities
Regime	Framework and supervision	Eligible investors	Authorisation or registration
Unregulated SCSp	Law of 10 August 1915 and, if it is an AIF, the law of 12 July 2013. According to ALFI, no CSSF authorisation or supervision of the unregulated vehicle.	Set by the partnership agreement and fund documentation, which enjoy wide contractual freedom (ALFI).	Private partnership agreement in two originals, RCS registration by extract, RBE declaration. No CSSF authorisation of the vehicle.
RAIF	Law of 23 July 2016. No CSSF authorisation or supervision of the fund, with a mandatory statement in the offering document. Approved statutory auditor for the accounts.	Well-informed investors (art. 2): institutional, professional, or other investors who state their status and invest at least EUR 100,000 or are assessed as competent.	Formation recorded in a notarial deed, then entry on the list kept by the RCS (art. 34). No CSSF authorisation.
SIF (specialised investment fund)	Law of 13 February 2007. Prior authorisation and ongoing supervision by the CSSF (arts. 41 and 42).	Well-informed investors, same criteria as for the RAIF, including the EUR 100,000 threshold.	Prior CSSF authorisation; entry on the official list is equivalent to authorisation.
SICAR	Law of 15 June 2004. Prior CSSF authorisation, with approval of the constitutive documents and the depositary (art. 12).	Well-informed investors, EUR 100,000 threshold or competence assessment (art. 2).	CSSF authorisation and entry on its list. Permitted forms: SCS, SCSp, SCA, SARL, SA or cooperative organised as an SA.
Part II UCI	Part II of the law of 17 December 2010. Prudential supervision by the CSSF; authorisation before activity starts.	According to ALFI, all investor categories.	CSSF authorisation through the eDesk portal (UCI Approval application).

The five regimes: manager, depositary and typical use

Second table: required manager, depositary and typical use
Regime	Required manager	Depositary	Typical use
Unregulated SCSp	If the SCSp is an AIF: a single AIFM, authorised or, below the thresholds, registered. An SCSp cannot be its own AIFM and appoints an external AIFM (CSSF FAQ).	Not mandatory per se; generally none if the SCSp is not an AIF or the AIFM is registered (ALFI).	Feeder, co-investment, carried interest or holding vehicles, and closed-ended funds (ALFI).
RAIF	An authorised AIFM (art. 4 of the 2016 law).	Yes: in Luxembourg, a credit institution or an investment firm (art. 5). Central administration in Luxembourg (ALFI).	Funds of any asset class for well-informed investors, without CSSF product approval.
SIF (specialised investment fund)	An AIFM if the SIF is an AIF (ALFI), external or self-managed. An FCP requires a Luxembourg management company (art. 6).	Yes: in Luxembourg, a credit institution or an investment firm (art. 16).	Regulated fund for well-informed investors, with an investment policy built on risk spreading (art. 1).
SICAR	An AIFM if the SICAR is an AIF, unless an exemption applies: external or self-managed (ALFI).	Yes: in Luxembourg, a credit institution or a qualifying investment firm (art. 8).	Risk capital investment: contributing assets to entities to launch them, develop them or list them on a stock exchange (art. 1).
Part II UCI	An AIFM, unless an exemption applies (ALFI).	Yes: in Luxembourg (ALFI).	Regulated fund that can invest in all types of assets and be offered to a wide range of investors (ALFI).

Sources: statutory texts published by the CSSF, ALFI pages and the CSSF FAQ, listed at the bottom of the page. Article numbers are those of the respective laws. The CSSF consolidated texts are for information; only the Journal officiel versions are authoritative.

The roles around a fund

Role	What it does	Source or detail
GP (general partner)	Manages the limited partnership and is liable without limit for its debts.	Often a dedicated SARL, incorporated before a notary. It is a company in its own right, with its own RCS entry and RBE.
AIFM	Manages the AIF and ensures compliance with the law; a Luxembourg AIF has only one.	Law of 12 July 2013, art. 4(1). CSSF authorisation (arts. 5 and 6), initial capital of at least EUR 125,000 for an external AIFM (art. 8).
Depositary	Safekeeps the fund’s assets.	Required for the RAIF, the SIF and the SICAR, a Luxembourg establishment (respective laws). For the SIF and the SICAR, the CSSF approves the choice.
Central administrator	Carries out the fund’s central administration in Luxembourg.	Required for the RAIF (ALFI). To be checked for each regime with the sponsor’s lawyer.
Approved statutory auditor	Audits the fund’s annual accounts.	Required for the RAIF (art. 43), the SIF (art. 55) and the SICAR (art. 27). The AIFM also has its own accounts audited (art. 7a).

The AIFMD framework and the thresholds of the 2013 law

EUR 100m threshold: Total assets under management, leverage included: AIFM registered with the CSSF (art. 3(2)(a)).
EUR 500m threshold: Unleveraged AIFs with no redemption rights for 5 years after the initial investment (art. 3(2)(b)).
Above the thresholds: CSSF authorisation is mandatory (arts. 5 and 6).
Opt-in: An AIFM below the thresholds may choose to opt in to authorisation (art. 3(4)).

What the thresholds change, and what they do not

The thresholds of the law of 12 July 2013 only distinguish a registered AIFM from an authorised one. According to the CSSF FAQ, a registered AIFM is subject only to paragraphs 3 and 4 of article 3, as long as it has not opted in to the full regime. They do not remove the need for a manager: a Luxembourg AIF must have an AIFM, and a RAIF requires an authorised AIFM whatever its volume of assets.

The CSSF is the competent authority for the authorisation and supervision of Luxembourg AIFMs (CSSF FAQ, question 2.B). The authorisation file of an AIFM and that of a regulated fund are two separate procedures.

The steps to set up a fund in Luxembourg

1
Scoping and choice of regime
Target investors, asset class, need for CSSF authorisation, intended manager: the regime is validated with the sponsor’s lawyer before any incorporation.
Sponsor and lawyer
2
Manager and service providers
Appointment of the AIFM (authorised or registered depending on the thresholds), the depositary where the regime requires one, the central administrator and the auditor.
Sponsor, AIFM, service providers
3
Fund documentation
Partnership agreement or articles, offering document and contracts with service providers, drafted by the sponsor’s law firm.
Lawyer
4
Incorporating the GP
A dedicated SARL, incorporated before a notary, with its managers and registered office.
businessregistration.lu, lawyer and notary
5
Incorporating the vehicle
SCSp or SCS: partnership agreement, signed privately in two originals for an SCSp. RAIF: formation recorded in a notarial deed.
Lawyer and notary, with us for coordination
6
RCS, RESA and RBE
Registration of the GP and the vehicle at the RCS, publication in the RESA and declaration of beneficial owners.
LBR
7
CSSF file for a regulated fund
For a SIF, a SICAR or a Part II UCI: application through the CSSF eDesk portal (UCI Approval application), with the AML/CFT Market Entry Form. The RAIF is entered on the RCS list, with no authorisation file.
Lawyer and AIFM

Documents to prepare

Partnership agreement of the SCSp or SCS, or articles of the fund where it takes a corporate form
Articles of the GP as a SARL, with the identity of its managers and shareholders
Offering document of the fund, which for a RAIF must state that it is not supervised by a Luxembourg authority (art. 39)
Contract with the AIFM and, where the regime requires one, with the depositary
Identification documents of the GP, the sponsor and their beneficial owners, for the RCS, the RBE and the bank
For a regulated fund: authorisation file lodged with the CSSF through eDesk, with the AML/CFT Market Entry Form

What we do, and what falls to others

	Business Registration	Other parties
Incorporation	GP as a SARL, SCSp or SCS: timetable, documents and signatures, with the lawyer and notary	Lawyer for the partnership agreement and fund documentation; notary for notarial deeds
Registers	RCS, RESA, RBE	None
Authorisation of the fund or AIFM	None	CSSF, through the AIFM and the sponsor’s lawyer
Regulatory advice	None	Lawyer specialised in funds
Depositary, administration, accounting, tax	None	Depositary, fund administrator, accountant, tax adviser

Incorporating a vehicle is not complying with the whole framework

RCS and RBE registration is not authorisation. A regulated fund exists only after CSSF authorisation; an AIF must have an AIFM, registered or authorised; a RAIF requires an authorised AIFM and a depositary. These points fall to the sponsor’s lawyer and the manager. We step in once your advisers have validated the structure.

Costs and timing: on quote, depending on the structure

Our fees for the GP and the vehicle are set on quote, depending on the structure, with no indicative figure. For the CSSF, a one-off fee is due when the application is made (Grand-ducal Regulation of 23 December 2022, amount not reproduced here) and the CSSF states that processing time does not measure time to market. No overall timeframe is announced on its page.

Next step

Incorporate the GP and the vehicle

Describe your structure: we quote the incorporation and coordinate the filings. For in-depth structuring, book a consultation.

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Frequently asked questions

Which regime should I choose to set up a fund in Luxembourg?

The choice depends on the target investors, whether CSSF authorisation is needed and the manager. The unregulated SCSp and the RAIF have no CSSF authorisation of the vehicle; the SIF, the SICAR and the Part II UCI are authorised. The regime is validated with the sponsor’s lawyer.

Is a RAIF authorised or supervised by the CSSF?

No. The law of 23 July 2016 provides for no CSSF authorisation of the RAIF, and its offering document must state that it is not subject to supervision by a Luxembourg authority. It must however be managed by an authorised AIFM and entrust its assets to a depositary. It is entered on the list kept by the RCS.

Do I need an AIFM for an SCSp used as a fund?

Yes, if the SCSp is an AIF. A Luxembourg AIF must have a single AIFM, and according to the CSSF FAQ an SCSp cannot be its own AIFM: it appoints an external AIFM. Below the thresholds, that AIFM can be simply registered with the CSSF.

What are the thresholds of the 2013 law on alternative investment fund managers?

An AIFM can be simply registered if its AIFs do not exceed EUR 100 million of assets, leverage included, or EUR 500 million for unleveraged AIFs with no redemption rights for five years after the initial investment. Above that, it must be authorised by the CSSF. It may also opt in to authorisation.

Who can invest in a RAIF, a SIF or a SICAR?

Well-informed investors: institutional, professional, or other investors who state their status in writing and invest at least EUR 100,000, or whom a financial institution assesses as competent. This threshold appears in all three laws. A Part II UCI can, according to ALFI, be offered to all investor categories.

How long does it take to get a fund authorised by the CSSF?

The CSSF announces no overall timeframe for a SIF, a SICAR or a Part II UCI. It acknowledges receipt within two working days and states that processing time does not measure time to market. It depends on how complete the file is; we give no figure for timing.

What does Business Registration do for a fund in Luxembourg?

We incorporate the GP as a SARL and the vehicle as a limited partnership, coordinate the lawyer and notary, and handle the RCS, RESA and RBE. We do not apply for CSSF authorisation, give no regulatory advice and do not act as AIFM, depositary or fund administrator.