Compare Luxembourg vehicles

Compare two vehicles:
 UCITSUCISIFSICARRAIFSPFSecuritization vehicleUnregulated SCS/SCSpOrdinary Luxembourg company
Applicable legislationLaw of 17 December 2010 - Part I (“UCITS Law”)
Law of 17 December 2010 - Part II(“UCI Law”)
Law of 13 February 2007 (“SIF Law”)Law of 15 June 2004 (“SICAR Law”)Law of 23 July 2016 ("RAIF Law")Law of 11 May 2007 (“SPF Law”)Law of 22 March 2004 (“Securitization Law”)Law of 10 August 1915 ("Company Law")Law of 10 August 1915 (“1915 Law”)
Authorisation and supervision by the CSSFYesYesYesYesNoNoNo, unless issue on a continuous basis of financial instruments offered to the public. The securitisation vehicle issues on a continuous basis when it carries out more than three issuances of financial instruments offered to the public during the financial year. All the issuances by the compartments should be added up. The issuance of financial instruments is offered to the public when it is not intended for professional clients, the denominations are less than 100,000 euros and it is not distributed as private placement.NoNo
Qualification as an AIFNo.Always an AIF.Yes, unless exempt. It is exempt if it does not raise capital from a number of investors, with a view to investing it in accordance with a defined investment policy for the benefit of those investors.Yes, unless exempt. It is exempt if it does not raise capital from a number of investors, with a view to investing it in accordance with a defined investment policy for the benefit of those investorsAlways an AIF.In principle, no (as it would not be considered as “raising” capital from a number of investors as the structure generally serves for the investment of the private wealth of a “pre-existing group” (as defined in the Esma guidelines on key concepts of the AIFMD)).No, in case
- such vehicle meets the definition of “securitisation special purpose vehicle ” under the AIFM Law;
- it issues collateralised debt obligations;
- it only issues debt instruments;
- such entity is not managed according to an investment policy within the meaning of the AIFM Law.		Non-AIF, unless activities fall within the scope of article 1 (39) of the AIFM Law.Non-AIF, unless activities fall within the scope of article 1 (39) of the AIFM Law.
Exemption from AIFMD full regime under lighter regime (AIFMD registration regime)Not applicable.Possible.Possible.Possible.No.Not applicable.Possible.Possible.Possible.
Eligible investorsUnrestricted.Unrestricted.Well-informed investorsWell-informed investorsWell-informed investors.Restricted to:
- natural persons acting in the context of the management of their personal wealth;
- management entities acting solely in the interest of the private wealth (e.g. trusts, private foundations); and intermediaries acting for the account of the above mentioned eligible investors (e.g. bank acting under a fiduciary agreement). 		Unrestricted.Unrestricted.Unrestricted.
Eligible assetsRestricted to transferable securities admitted or dealt on a regulated market, investment funds, financial derivative instruments, cash and money market instruments that are in compliance with article 41 of the Ucits law and the relevant EU directives and regulations.Please note that the eligibility of the asset must be ascertained on a case-by-case basis in view of the applicable laws and regulatory practice.Unrestricted.
The investment objective and strategy of the fund is subject to the prior approval of the CSSF.		Unrestricted.Restricted to investments in securities representing risk capital. According to the CSSF Circular 06/241, investment in risk capital is to be understood as the direct or indirect contribution of assets to entities in view of their launch, their development or their listing on a stock exchange. The SICAR is not allowed to invest directly in real estate (except for its own use or through its participations).Unrestricted, unless it invests in a portfolio of risk capital (such as a Sicar).Restricted to acquisition, detention, management and realisation of financial assets. The SPF is not allowed to carry out commercial activities or to hold directly real estate (except for its own use or through its participations).Unrestricted.
The securitisation vehicle may acquire or assume, directly or through another undertaking, risks relating to claims, other assets, or obligations assumed by third parties or inherent to all or part of the activities of third parties and issues financial instruments or contracts, for all or part of it, any type of loan, whose value or yield depends on such risks.		Unrestricted.Unrestricted.
Risk diversification requirementsRisk diversification requirements are provided by articles 42 et seq. of the UCITS Law, e.g. (not exhaustive):
- a UCITS may not invest more than 10% of its assets in transferable securities or money market instruments issued by the same body;
- a UCITS may not invest more than 20% of its net assets in deposits made with the same body;
- the global exposure relating to derivative instruments does not exceed the total net value of the UCITS portfolio.		Risk diversification requirements are defined by IML Circular 91/75 (as amended by CSSF Circular n° 05/177). Such requirements are less stringent than the ones applicable to UCITS. In particular, a UCI is not allowed to invest more than 20% of its net assets in securities issued by any one issuer. Specific restrictions concerning funds adopting an alternative investment strategy are contained in CSSF Circular n° 02/80.
Risk diversification requirements are defined by CSSF Circular n° 07/309. Such requirements are less stringent than the ones applicable to UCITS and UCI. In particular, a SIF is not allowed to invest more than 30% of its net assets in securities of the same type issued by the same issuer. No risk diversification requirements.is not allowed to invest more than 30% of its net assets in securities of the same type issued by the same issuer. No risk diversification requirements.No risk diversification requirements.No risk diversification requirements.No risk diversifation requirements.No risk diversification requirements.
Legal Form- FCP
- SICAV (SA)
- SICAF (SA,SCA)

All of these entities must be open-ended.
- FCP
- SICAV (SA)
- SICAF (SA, Sàrl, SCA, SCS, SCSp)

The entities may be open-ended or closed-ended.		- FCP
- SICAV (SA, Sàrl, SCA, SCoSA, SCS, SCSp)
- SICAF (SA, Sàrl, SCA, SCoSA, SCS, SCSp)

The entities may be open-ended or closed-ended.		- SA
- Sàrl
- SCA
- SCS
- SCSp
- SCoSA

The entities may be open-ended or closed-ended.		- FCP
- SICAV (SA, Sàrl, SCA, SCoSA, SCS, SCSp)
- SICAF (SA, Sàrl, SCA, SCoSA, SCS, SCSp)

The entities may be open-ended or closed-ended.		- SA
- Sàrl
- SCA
- SCoSA		A securitisation vehicle may be set up in one of the following forms:
- a securitisation company (SA, Sàrl, SCS, SCSp, SENC, SCA, SAS, SCSA); or
- a securitisation fund consisting of one or several co-ownerships or one or several fiduciary estates and managed by a management company.		- SCS
- SCSp		- SA, Sàrl, SCA
- SAS
- SCoSA
- SCS
- SCSp
Umbrella structureYes.Yes.Yes.Yes.Yes.No.Yes.No.No.
Capital requirements- FCP:
EUR 1,250,000 to be reached no later than 6 months following the authorisation by the CSSF.
- Self managed SICAV / SICAF:
EUR 300,000 at the date of authorisation and EUR 1,250,000 within 6 months following its authorisation.
- FCP:
EUR 1,250,000 to be reached within 6 months from the approval by the Luxembourg regulator.
- Self managed SICAV / SICAF:
EUR 300,000 at the date of authorisation and EUR 1,250,000 within 6 months following its authorisation.		EUR 1,250,000 to be reached no later than 12 months following the authorisation by the CSSF.EUR 1,000,000 to be reached no later than 12 months following the auhorisation by the CSSF.- FCP:
EUR 1,250,000 to be reached within 12 months from the entry into force of the management regulations.SICAV:
EUR 1,250,000 to be reached within 12 months from the incorporation of the SICAV.		Depends of the form:
- SA / SCA: EUR 30,000
- Sàrl: EUR 12,000
- SCoSA: no minimum capital		If the securitization vehicle is set up
as a company, it depends of the
form:
- SA / SCA: EUR 30,000
- Sàrl: EUR 12,000
If the securitization vehicle is set up
as a fund, there is no minimum
capital requirement.		No minimum capital requirement.Depends of the form:
- SA / SCA: EUR 30,000
- Sàrl: EUR 12,000

No minimum capital requirement for other legal forms.
Required Luxembourg service providers- Management Company in case
of an FCP
- Depositary institution
- Administrative agent
- Registrar and Transfer Agent
- Approved statutory auditor		- Management Company in case
of an FCP
- Depositary institution
- Administrative agent
- Registrar and Transfer agent
- Approved statutory auditor.		- Management company in case of an FCP.
- Depositary bank or professional of the financial sector providing depositary services, subject to conditions.
- Administrative agent.
- Registrar and Transfer Agent.
- Approved statutory auditor.		Depositary bank or professional of the financial sector providing depositary services, subject to conditions.
- Administrative agent.
- Registrar and Transfer Agent.
- Approved statutory auditor.		Management company in case of an FCP.
- Depositary bank or professional of the financial sector providing depositary services, subject to conditions.
- Administrative agent.
- Registrar and Transfer Agent.
- Approved statutory auditor.		Registered auditor in principle not required unless two of the following criteria are met: (i) net turnover above EUR 8.8 million, (ii) balance sheet above EUR 4.4 million and (iii) average number of employees above 50.However, depending on the legal form of the company, there may be an obligation to appoint a commissaire aux comptes.- Alternative Investment Fund Manager (if the securitisation vehicle qualifies as an AIF).
- Management company (if the securitisation vehicle is set up in the form of a fund).
- Independent auditor.
- No depository institution (unless for regulated securisation vehicles).
- No administrative agent.		For SCS:
- Alternative Investment Fund Manager (if the SCS qualifies as an AIF).
- No requirement to appoint a depositary (except if the SCS qualifies as an AIF and is managed by a duly authorised AIFM).

For SCSp:
- Alternative Investment Fund Manager (if the SCSp qualifies as an AIF).
-No requirement to appoint a depositary (except if the SCSp qualifies as an AIF and is managed by a duly authorised AIFM).		Registered auditor in principle not required unless the company is an AIF managed by an AIFM with AUM above the threshold or two of the following criteria are met:
(i) net turnover above EUR 8.8 million,
(ii) balance sheet above EUR 4.4 million and
(iii) average number of employees above 50. However, depending on the legal form of the company, there may be an obligation to appoint a commissaire aux comptes.
Possibility of listingYesYesYesYes, but difficult in practice.YesNoNo.In principle, no. The SCS/SCSp may however issue debt securities that are eligible to be listed on the stock exchange..Yes
European passportYes.No, unless it falls under the scope of the full AIFMD regimeNo unless it falls under the scope of the full AIFMD regimeNo, unless it falls under the scope of the full AIFMD regime.YesNo
No, unless it falls under the scope of the full AIFMD regime.No, unless it falls under the scope of the full AIFMD regime.No, unless it falls under the scope of the full AIFMD regime.
Net asset value (NAV) calculation and redemption policyThe UCITS must make public the issue, sale and repurchase price of their units each time they issue, sell and repurchase their units, and at least twice a month. The UCIs must make public the issue, sale and repurchase price of their units each time they issue, sell and repurchase their units, and at least once a month.At least once a year for reporting
purposes.		Not required. At least once a year for reporting purposes.Not required. Not required. Not required.Not required.
Overall income tax (corporate income tax and municipal business tax)No income tax.No income tax.No income tax.General aggregate rate: 24.94%.

In certain cases, reduced corporate income tax rates may apply. Income derived from transferable securities (e.g. dividends received and capital gains realised on the sale of shares) is exempt.Income on cash held for the purpose of a future investment is also exempt (for one year).		No income tax, unless investing only in risk capital, then SICAR tax regime applicable.No income tax.General aggregate rate for taxable securisation companies: 24.94%.

Securitisation vehicles should be able to deduct from their gross profits their operational costs and the dividends or interests distributed to the shareholders / creditors. Therefore securitisation companies should not generate significant taxable profits and should therefore to a large extent be tax neutral.		No corporate income tax applicable.

Municipal business tax of 6.75% applicable in very limited circumstances, namely in case the SCS/SCSp (i) carries out a commercial activity or (ii) is deemed to carry out a commercial activity. A SCS/ SCSp is deemed to carry out a commercial activity if its general partner is a Luxembourg public or private limited liability company holding at least 5% of the partnership interests.

With a proper structuring of the GPs partnership interest it should be possible to avoid the deemed commercial characterisation of the SCS/SCSp.		General aggregate rate: 24.94%, but 100% exemption for dividends, liquidation proceeds and capital gains from qualifying participations.
Subscription tax- Rate: 0.05% of the NAV annually.
- Reduction: 0.01% of the NAV annually in certain specific cases.
- Tax exemptions: special institutional money market cash funds, special pension funds (including pension pooling vehicles) and funds investing in other funds which are already subject to subscription tax.		- Rate: 0.05% of the NAV annually.
- Reduction: 0.01% of the NAV annually in certain specific cases.
- Tax exemptions: special institutional money market cash funds, special pension funds (including pension pooling vehicles) and funds investing in other funds which are already subject to subscription tax.		- Rate: 0.01% of the NAV annually.
- Tax exemptions: certain money market and pension funds or SIFs investing in other funds which are already subject to subscription tax.		No subscription tax.- Rate: 0.01% of the NAV
- Exemptions apply.		Annual subscription tax of 0.25% on
the amount of paid up capital and
issue premium (if any).		No subscription tax.No subscription tax.No subscription tax.
Wealth taxNo wealth tax.No wealth tax.No wealth tax.No wealth tax.No wealth taxNo wealth tax.No wealth tax.No wealth tax.0.5% on the NAV on 1 January.

Since 2017, this minimum net wealth tax for holding and finance companies (known as the Soparfis) - the fixed financial assets, intercompany loans, transferable securities and cash at bank of which exceed both 90% of their gross assets and EUR 350,000—is fixed at EUR 4,815 per year. The minimum net wealth tax for all other corporations has not changed; in other words, it is EUR 535 for companies with a total balance sheet up to EUR 350,000.
Withholding tax on dividends / interests and capital gainsNot subject to withholding tax.Not subject to withholding tax.Not subject to withholding tax.Not subject to withholding tax.Not subject to withholding tax.Not subject to withholding tax.Not subject to withholding tax.Not subject to withholding tax.Dividends distributed by a Luxembourg company are in principle subject to withholding tax at a rate of 15%, unless a domestic law exemption or a lower tax treaty rate applies.
Benefit from double tax treaty network- SICAV/SICAF: Limited to certain double tax treaties (see circular L.G. -A n°61 of the tax administration of 8 December 2017).
- FCP: see circular L.G.-A n°61 of the tax administration of 8 December 2017.		- SICAV/SICAF: Limited to certain double tax treaties (see circular L.G. -A n°61 of the tax administration of 8 December 2017).
- FCP: see circular L.G.-A n°61 of the tax administration of 8 December 2017.		- SICAV/SICAF: Limited to certain double tax treaties (see circular L.G. -A n°61 of the tax administration of 8 December 2017).
- FCP: see circular L.G.-A n°61 of the tax administration of 8 December 2017.		Yes in case the SICAR is set-up as a corporate entity (except if set-up under the form of a SCS/SCSp).RAIFs investing in a portfolfio of risk capital (such as a SICAR):

Access if set-up as a corporate entity (except if set-up under the form of a SCS/SCSp).

RAIFs not investing in a portfolio of risk capital (such as a SICAR), but set-up as:

- SICAV / - SICAF: Limited to certain double tax treaties (see circular L.G. -A n°61 of the tax administration of 8 December 2017).
- FCP: see circular L.G.-A n°61 of the tax administration of 8 December 2017.		NoYes for securitisation companies.NoYes
Benefit from the EU Parent Subsidiary DirectiveNo.No.No.In principle yes, but certain jurisdictions where the target companies are located may challenge the application of the directive.No, unless RAIF that invests in a portfolio of risk capital (such as a SICAR).No.Yes.No.Yes.
Thin capitalization rules (debt-to-equity ratio)Borrowings of up to 10% of net assets to finance redemptions (it should be a short term borrowing and cannot be for investment purposes) or to buy real estate for its business. The total borrowing under the above may not exceed 15% of net assets.Borrowing of up to 25% of net
assets without any restrictions are
allowed.		No debt-to-equity ratio.No debt-to-equity ratio.No debt-to-equity ratio.Tax of 0.25% on the debt that exceeds 8 times the paid-up capital increased by the issue premium.No debt-to-equity ratio.No debt-to-equity ratio.No provision in Luxembourg law. However, there is a specific administrative practice.
Practical useHighly regulated vehicle which can be sold through a EU passport to all types of investors (such as retail investors, professional investors, institutional investors). Investment funds which could be used for investment strategies that do not meet the criteria set by the UCITS directives. Hedge funds, private equity funds, venture capital funds, real estate funds, crypto funds, infrastructure funds, distressed debt funds, Islamic finance funds, microfinance funds, socially responsible investment funds, tangible assets funds and any other type of alternative funds.Private equity and venture capital transactions.Hedge funds, private equity funds, venture capital funds, real estate funds, crypto funds, infrastructure funds, distressed debt funds, Islamic finance funds, microfinance funds, socially responsible investment funds, tangible assets funds and any other type of alternative funds.Individuals wishing to optimise their personal tax planning (private wealth management purposes). - True sale and synthetic securitisations.
- Securitisation of a portfolio of securities.
- Securitisation as structure for intra group financing activities.
- Securitisation of non-performing loans.
- Securitisation of leasing receivables.
- Securitisation of both tangible and intangible assets.
- CLOs (possibility of active management).		Private equity, venture capital and real estate investments and any other alternative investments. Holding and financing activity, commercial activity, holding of IP, etc.