Insights · SPVs & syndicates · Luxembourg

Deal-by-Deal SPV in Luxembourg: The Complete Guide (2026)

A deal-by-deal SPV pools capital from several investors for exactly one investment. In Luxembourg that vehicle is most often structured as a special limited partnership — the SCSp — and, less obviously, it is usually a fund in the legal sense. This guide covers the whole mechanism: the legal form, the AIF test, the manager, the invitation rules, tax, the set-up process and what running the vehicle actually involves.

1. What a deal-by-deal SPV is — and what it is not

A deal-by-deal SPV (special purpose vehicle) is a legal entity created for a single investment: one target company, one pool of investors, one entry and — in the base case — one exit. It solves three problems at once. The target company gets one line on its cap table instead of twenty direct shareholders. The investors get a defined contractual position: their commitment, their share of proceeds, their information rights. And the person organising the deal — a syndicate lead, an emerging manager, a family office — gets a container for the economics, typically a carried interest, without raising a blind-pool fund.

It is worth being precise about what the vehicle is not:

• Not a blind-pool fund. Investors see the specific company, price and terms before they commit. There is no investment period and usually a single capital call at closing.
• Not a nominee arrangement. Investors are partners in the vehicle with rights under a partnership agreement, not beneficiaries of a contractual promise by a nominee shareholder.
• Not a securitisation vehicle. Luxembourg SPVs under the Securitisation Law of 22 March 2004 repackage risks into issued securities. A deal-by-deal investment SPV holds an equity position for its partners; the regimes, and the regulators' expectations, are different.
• Not automatically "unregulated". This is the most common misunderstanding, and the subject of section 4.

2. Why Luxembourg

Three structural reasons, before any marketing one:

• A purpose-built legal form. The SCSp (société en commandite spéciale), introduced in 2013 into the Law of 10 August 1915 on commercial companies, was modelled on Anglo-Saxon limited partnerships precisely for private investment structures. Formation by private deed, no minimum capital, near-total contractual freedom in the partnership agreement.
• Institutional recognition. European LPs, banks and fund counsel know Luxembourg partnership documentation. A Luxembourg SCSp needs no explanation in a data room, and the same wrapper can later grow into a RAIF or a full fund structure — subject to the separate regulatory, organisational and documentation requirements of those regimes.
• A complete legal stack in one jurisdiction. The AIFM regime (Law of 12 July 2013, as amended — including by the Law of 3 March 2026 transposing AIFMD II), the company law, the AML framework (Law of 12 November 2004), the register of beneficial owners (RBE, Law of 13 January 2019) and the tax treatment all sit in one legal system that is used to private fund structures. Cross-border questions remain — notably per-investor tax treatment — but the vehicle itself does not straddle jurisdictions.

3. The SCSp: legal mechanics of the vehicle

The SCSp is governed by Articles 320-1 and following of the Law of 10 August 1915. The features that matter for a deal-by-deal structure:

Constitution by private agreement

The SCSp is constituted by a limited partnership agreement (LPA) signed privately — no notarial deed, no minimum capital, no auditor's valuation of contributions. Contributions may be in cash, in kind or in industry, and may be drawn over time against commitments. Only an extract of the LPA is filed with the Luxembourg Trade and Companies Register (RCS): the name, the object, the registered office, the general partner and the managers. Limited partners are not named in the public file, and the LPA itself is not published — commercial terms, the waterfall and the carry stay private.

No legal personality — and why that is a feature

Unlike its twin, the SCS (common limited partnership), the SCSp has no legal personality separate from its partners. It nevertheless has its own estate: its assets answer for its liabilities, are available to its creditors, and the partnership can hold, contract and sue through its general partner. The absence of personality is one of the arguments used for its tax transparency and makes the vehicle look familiar to investors used to English or Delaware limited partnerships.

Partners and liability

• General partner (GP) — at least one, liable without limit for the partnership's obligations. For exactly this reason the GP is in practice a dedicated Sàrl (private limited company) with share capital of EUR 12,000, so the unlimited liability is carried by a ring-fenced corporate entity rather than a person.
• Limited partners (LPs) — liable up to their commitment, on the condition that they do not perform acts of management towards third parties. The 1915 Law contains a safe-harbour list of internal rights an LP may exercise without losing limited liability (voting, advisory committees, consents); the line is external management acts.

Interests and the register

Partnership interests are issued in registered form or booked through capital accounts, as the LPA provides. The partnership maintains a register of partners; transfers are governed by the LPA, which in a deal-by-deal vehicle typically means GP consent plus, sometimes, a right of first refusal. The beneficial owners of the SCSp must be registered in the RBE (Registre des bénéficiaires effectifs) under the Law of 13 January 2019.

4. The AIF test: the question that decides the structure

Article 1(39) of the Law of 12 July 2013 defines an alternative investment fund as a collective investment undertaking which raises 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, and which does not require authorisation under the UCITS regime. The ESMA guidelines on key concepts of the AIFMD (ESMA/2013/611) apply this test to what the vehicle actually does — not to its name, its size or its marketing materials.

Run the test against a typical deal-by-deal SPV: several outside investors, capital raised for the purpose of the investment, a policy (acquire and hold a defined position in a defined company), management by someone other than the investors collectively. The result, in most configurations, is that the SPV is an AIF. Configurations outside the definition exist — a true joint venture where every investor has day-to-day control, or certain structures investing purely private wealth — but they are exceptions that depend on their facts, not on labelling. A vehicle with a single investor is not automatically outside the definition either: under the ESMA guidelines the "number of investors" criterion can be met where the vehicle's binding arrangements do not prevent it from raising capital from more than one investor, or where the sole investor represents capital raised from several underlying investors.

Two consequences follow when the SPV is an AIF:

1. It needs an AIFM. An SCSp cannot be an internally managed AIF, so an external AIFM must be appointed. The general partner (or its group manager entity) can take that role where the structure stays below the thresholds described next.
2. Its distribution is regulated. Invitations to invest are "marketing" within Article 1(9) of the 2013 Law, with the consequences in section 6.

5. Registered vs authorised AIFM

Article 3 of the Law of 12 July 2013 creates the sub-threshold regime most deal-by-deal structures rely on. The manager registers with the CSSF rather than seeking authorisation, provided total assets under management stay below:

• EUR 100 million including assets acquired through leverage; or
• EUR 500 million where the AIFs are unleveraged and grant no redemption rights for five years from each initial investment — the configuration of a typical closed-ended deal-by-deal SPV.

The detail that platforms and leads most often miss: the thresholds aggregate across every AIF the same manager runs, leverage included and derivatives converted to exposure. Each new SPV consumes shared headroom. A manager hosting many deal-by-deal vehicles must track the running total continuously and refuse new vehicles before the limit is reached — because once the excess is more than temporary, the 30-day clock to apply for full authorisation starts, and an authorisation is not assembled in 30 days. A registered AIFM may also opt in to full authorisation at any time, which is the deliberate growth path for a manager whose strategies outgrow the regime.

One dating point. Luxembourg transposed AIFMD II (Directive (EU) 2024/927) through the Law of 3 March 2026, with most changes applying from 16 April 2026 — delegation, liquidity management tools, loan-originating funds. The amendments primarily concern authorised AIFMs and specific strategies, but any structuring and compliance assessment should be run against the AIFM Law as amended in 2026.

6. Who you may invite: marketing, private placement, reverse solicitation

Article 1(9) of the 2013 Law defines marketing as a direct or indirect offering or placement of units or shares of an AIF, at the initiative of the AIFM or on its behalf, to investors domiciled in the EU. Per the CSSF FAQ on the 2013 Law (version 24, 20 May 2025), marketing takes place when the AIF, the AIFM or an intermediary on their behalf actively makes units available for firm purchase — the test is whether the material can be used to subscribe or commit.

Applied to a deal-by-deal SPV under a registered AIFM:

• There is no passport. Every invitation is a national private placement, assessed country by country against the investor's own jurisdiction.
• In Luxembourg, professional investors only. The CSSF FAQ (items 11 and 12) confines the marketing of non-authorised Luxembourg AIFs to professional investors within the meaning of MiFID II. The "well-informed investor" category belongs to product regimes such as the RAIF — which requires an authorised AIFM — and is not available to a sub-threshold SCSp. Other countries draw their own investor-category lines under their own regimes.
• A lead's invitation is the AIFM's marketing. A syndicate lead who sends the deck to twenty contacts is placing units on behalf of the manager. The invitation must therefore pass the same gates — country, investor category, legal basis — before any document that can be used to subscribe or commit is made available. The CSSF FAQ (item 21.B) accepts the presentation of draft documents that cannot yet be used to subscribe; that is a narrow allowance, not a licence to solicit freely in other countries.
• Reverse solicitation is narrow and evidenced. It exists only where the investor (or their agent) approached the manager first, without any prior solicitation for that AIF by anyone acting for it, and the burden of proof is on the AIFM (CSSF FAQ, item 21). It must be assessed and documented case by case. The statutory 18-month rule — under which subscriptions within 18 months of the start of pre-marketing are deemed the result of marketing (Art. 28-1 of the 2013 Law) — belongs to the harmonised pre-marketing regime for authorised AIFMs and should not be read as automatically applicable to registered AIFMs; for those, the line between preliminary discussions, pre-marketing and marketing is drawn by the national rules applicable to the manager and to the investor's jurisdiction.
• Intermediaries need their own status. Placement activity by third parties is reserved to entities authorised for it (credit institutions, MiFID firms, management companies, AIFMs or tied agents). How a lead's own role and remuneration are structured is a per-case legal question that should be settled with counsel before the first deal, not after the second.

7. Anatomy of the structure: GP, LPA, economics

A standard deal-by-deal structure has four building blocks. Two of them — the GP and the AIFM — are distinct roles even when one group holds both: the GP's mandate is corporate (operating and representing the partnership under the 1915 Law and the LPA), the AIFM's mandate is regulatory (portfolio and risk management under the AIFM Law). GP status alone confers no right to act as AIFM.

1. 01
   The SCSp — the vehicleHolds the single investment. Partners: the GP, the lead (usually as a limited partner and/or carry beneficiary) and the investors as limited partners.
2. 02
   The GP Sàrl — the unlimited partnerA dedicated EUR 12,000 private limited company that carries the unlimited liability and acts for the partnership under company law. Its interest in the SCSp is commonly kept below 5% — see the tax section.
3. 03
   The AIFM — the managerPerforms regulated portfolio and risk management, approves investors and the investment decision, registers with and reports to the CSSF, and monitors the aggregated thresholds. In hosted syndicate models the documentation should state expressly who takes the investment decision, who performs risk management, and whether the lead's role is advisory, management or distribution.
4. 04
   The LPA — the economicsCommitments and default remedies; the single or phased capital call; allocation of fees and expenses; the distribution waterfall (return of contributions, then the preferred return if any, then the carry split); transfer restrictions; reporting undertakings; removal and wind-up provisions.

Carried interest in a deal-by-deal vehicle is structurally simpler than in a fund — there is no cross-deal netting and the waterfall resolves at a single exit, though the LPA may still provide escrow, clawback or carry-adjustment mechanics. Precisely because it is simple, it should be exact: basis (gain over contributions), rate, any hurdle, and what happens on a partial exit or an in-kind distribution.

8. Tax treatment

The SCSp is tax-transparent in Luxembourg: it is not itself subject to corporate income tax or net wealth tax, and distributions by the partnership carry no Luxembourg withholding tax. An unregulated SCSp is likewise outside the subscription tax that applies to SIFs and RAIFs. Four qualifications matter in practice:

• Municipal business tax and the 5% rule. An SCSp becomes subject to municipal business tax where it actually carries on a commercial activity, or where it is deemed commercial under Article 14(4) LITL because a corporate general partner holds 5% or more of the partnership interests (the Gepräge rule). Circular L.I.R. n° 14/4 of 9 January 2015 draws the line between private asset management and commercial activity — and treats the 5% test independently of that line, so AIF status alone does not neutralise Article 14(4). Keeping the corporate GP's interest below 5% and the activity within asset management is the standard discipline; note that the 5% point is an MBT qualification, not a universal condition of the SCSp's tax transparency.
• Transparency is a per-investor question. An SCSp transparent in Luxembourg can be opaque in an investor's jurisdiction. The reverse-hybrid rules (Article 168quater LITL) can make the SCSp itself taxable where associated non-resident investors holding, in aggregate, 50% or more of the relevant rights sit in jurisdictions that treat it as opaque and the mismatch leaves income untaxed. The collective-investment-vehicle exemption — clarified by Circular L.I.R. n° 168quater/2 of 12 August 2025 — assumes, among other things, diversification, which a single-asset SCSp may fail; AIF status alone is no protection. The analysis runs per investor jurisdiction before first closing.
• VAT. The management of a vehicle qualifying as an AIF can benefit from the Luxembourg VAT exemption for the management of special investment funds; services outside that exemption bear VAT at the standard rate. The vehicle's own position (registration, reverse charge on foreign services) is checked at set-up.
• Investor reporting. Transparency means investors are generally taxed in their own jurisdictions on their share — how, depends on their residence, the local classification of the SCSp and the type of income — which makes capital-account statements and tax reporting a feature of the vehicle, not an afterthought. FATCA and CRS classification (financial institution or passive entity) is determined per vehicle and drives the SPV's own reporting obligations.

9. Set-up: steps, documents, timeline

The constitution itself is the fast part; the calendar is driven by documentation and onboarding. The sequence, with the dependencies made explicit:

1. Structuring decision (days 0–5). Confirm the AIF analysis, the AIFM (host or own), the headroom under the aggregated thresholds, the invitation plan per investor country, and the tax posture per investor jurisdiction. Everything later assumes these answers.
2. Terms and LPA (week 1–2). Term sheet to the investors: ticket, carry, costs, closing date. The LPA and subscription documents are prepared in coordination with Luxembourg counsel; the GP Sàrl is incorporated (notarial deed, EUR 12,000) if it does not already exist.
3. Constitution and filings (days, in parallel). LPA signed privately; extract filed with the RCS; beneficial owners registered in the RBE within a month; a fixed registration duty applies. The partnership exists from signature.
4. Bank account (highly variable). Account opening is routinely the critical path in Luxembourg; the account bank runs its own KYC on the structure, the GP and the beneficial-owner chain. Start it the moment the LPA is in near-final form.
5. Investor onboarding (parallel to 2–4). Identification and verification under the Law of 12 November 2004 and the applicable CSSF AML framework: identity, beneficial owners of corporate investors, PEP and sanctions screening, source-of-funds where risk-based, FATCA/CRS self-certifications. The AML obligations of the AIF itself and of the registered AIFM are assessed separately — the circulars written for authorised IFMs do not transpose automatically. Onboarding must be complete before the investor is accepted — and small tickets carry the same file as large ones, which is why per-investor onboarding cost decides whether a small syndicate is economic.
6. Closing and capital call (one date). Subscriptions countersigned, the closing minuted, the register of partners written, the capital call issued and reconciled against the commitments, and the investment executed.

From agreed terms to a funded closing, a realistically planned deal-by-deal SPV runs in the order of a few weeks. Promises measured in days assume the LPA is templated, the bank relationship exists and every investor clears KYC at first pass — conditions worth verifying rather than assuming.

10. Running the SPV: the ongoing obligations

A deal-by-deal SPV is quiet after closing, but not silent. The recurring workload:

• Accounting and annual accounts. An SCSp must maintain adequate accounting records, but — unlike a Luxembourg capital company — an unregulated SCSp is not automatically required to prepare and publicly file statutory annual financial statements. Audit and filing obligations depend on the applicable regime, statutory size thresholds and the LPA. The GP Sàrl's own annual accounts are a separate obligation, filed in any case.
• Partner reporting. Capital account statements and periodic updates, in practice aligned with the Invest Europe Investor Reporting Guidelines; valuation of the single position consistent with IPEV where reported.
• Regulatory reporting. The registered AIFM reports annually under Article 3(3)(d) of the AIFMD, Regulation 231/2013 and the ESMA reporting framework, and monitors aggregated AUM continuously. Separately, Circular CSSF 25/894 governs notifications and information submissions concerning investment funds not authorised by the CSSF, and AML/CFT reporting — including the annual RC report — applies to registered AIFMs as well.
• Registers. Partner register updated on any transfer; RBE kept current; the AML file refreshed on a risk basis — an expired file blocks a distribution at the worst possible moment.
• Tax compliance. Partnership tax filings, FATCA/CRS reporting, and investor tax information per jurisdiction.
• Exit and wind-up. Proceeds applied through the LPA waterfall, carry computed and documented, final accounts drawn, the partnership dissolved and deregistered from the RCS and the RBE.

Registered AIFM: recurring CSSF notifications

• The registration application is filed without delay — the CSSF treats two months from the start of managing the first AIF as the outer limit of a reasonable filing period.
• Each additional AIF taken under management is notified to the CSSF within 10 working days.
• The registration form is updated at least once a year.
• On a more-than-temporary breach of the thresholds — the CSSF treats an excess likely to last over three months as non-temporary — the application for authorisation is due within 30 calendar days.

11. One SCSp per deal or one for many deals?

One SCSp can legally make several investments. Three practical forces nevertheless push syndicates to one vehicle per deal: liabilities are not segregated between deals inside a single SCSp; the investor group differs deal by deal, which turns the LPA into a matrix of deal-specific classes; and the accounting must track each deal's contributions, costs and proceeds separately anyway.

The legislative direction is worth watching: Bill No. 8814, introduced in the Luxembourg Parliament on 30 July 2026, would insert an Article 28bis into the 2013 Law, allowing SCS/SCSp AIFs to create legally segregated compartments — each a separate pool of assets and liabilities, separately liquidatable — without using a product law. As proposed, the regime applies to AIFs managed by an authorised AIFM, so it would not change the sub-threshold deal-by-deal model; and it is a proposal, not law. If enacted, it would mainly matter to platforms operating at authorised-AIFM scale.

Deal-by-deal SPV vs fund: the summary table

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