1. Three milestones, not one date

1. Structuring and AIF assessmentLegal classification · GP · AIFM
2. Legal formationLPA · RCS · RBE
3. Investor onboardingSubscriptions · KYC · Eligibility
4. Funding and closingCapital calls · Reconciliation · Investment
5. Ongoing operationsAccounting · Reporting · Exit

The SCSp is constituted by private agreement under Articles 320-1 and following of the Law of 10 August 1915: no notary, no minimum capital, and the partnership exists from the signature of the LPA. That is why a vehicle on an established platform, with a general partner and an AIFM already in place, can be formed and opened for subscriptions within days. The date that matters to the sponsor, the funded closing, is set by the slowest of three external processes: investors clearing onboarding, the bank opening and operating the account, and the company completing its round. Planning around those three is the real work of a set-up.

2. The decisions to fix before anything is drafted

Every later step assumes answers to five questions. Each is covered in depth elsewhere in this series; here they are the inputs to the plan.

• Is the vehicle an AIF? A vehicle pooling capital from several investors under a defined investment policy usually is, under Article 1(39) of the Law of 12 July 2013 (the test explained). The holding-company exclusion is narrower than it looks: it covers a company carrying out a business strategy through its subsidiaries to contribute to their long-term value, which is either listed on an EU regulated market or not established for the main purpose of generating returns for its investors through divestment. An SPV formed to buy, hold and sell a stake for its investors rarely qualifies, and the conclusion, either way, is documented in a structuring memo.
• Who is the AIFM? A hosted vehicle uses the platform's registered AIFM; a sponsor with its own registered or authorised AIFM uses that. The choice fixes the CSSF notifications and the timeline (section 5).
• Who may be invited? Investor eligibility and marketing permissions are assessed separately for each jurisdiction. A registered AIFM does not benefit from the standard AIFMD marketing passport; in Luxembourg, the CSSF FAQ addresses marketing of AIFs not authorised by the CSSF to professional investors, and any offering to non-professional investors requires a separate analysis of the applicable national rules (the rules explained).
• Is the vehicle run at the initiative of a third party? Since the transposition of AIFMD II by the Law of 3 March 2026, Article 13(2a) of the Law of 12 July 2013 requires an IFM managing a fund at the initiative of a third party, for example where the fund uses the name of a third-party initiator or the initiator is appointed as a delegate, to give the CSSF detailed explanations and evidence of how it complies with the applicable rules, taking account of conflicts of interest. On 8 October 2026 the CSSF published the form an IFM submits when it starts such white-label business for the first time; it concerns the IFM's entry into that activity, not automatically each new vehicle. Article 13 sits among the provisions applicable to authorised AIFMs, so its application to a registered AIFM hosting a sponsor's vehicle is confirmed case by case; the substance it targets, clear allocation of the investment decision and managed conflicts with the initiator, belongs in every hosted structure regardless.
• Does the GP need a business permit? Three questions are kept apart. As to legal form, the SCSp is a commercial company under the Law of 10 August 1915. As to activity, a partnership passively holding investments for its partners does not, for that reason alone, carry on a commercial activity for tax purposes. As to permits, such passive holding does not by itself require a business permit. A GP Sàrl whose corporate object is limited to acting as general partner of investment partnerships is generally analysed the same way; a GP or sponsor entity that sells services to third parties for remuneration, such as advisory, management or domiciliation services, checks whether that activity requires a permit under the Law of 2 September 2011 or a financial-sector status. The permit analysis considers both the entity's stated corporate object and the activities it actually performs, including any services provided for remuneration and the financial-sector rules that may apply to them.

3. The implementation plan: owners, outputs, dependencies

The set-up is a set of parallel workstreams with a few hard dependencies. The plan below assigns each step to the party that owns it and states what it needs before it can start.

Three dependencies decide the calendar. The LPA blocks formation, and therefore the RCS number, which most banks need. The bank account blocks the capital call. Investor onboarding blocks the acceptance of each subscription. Everything else runs in parallel around them, which is why the bank and onboarding processes are started on near-final documents rather than after signature.

4. The document set

Not every document has the same status. Separating what the law requires from what the regulatory set-up and the transaction require avoids both gaps and unnecessary paperwork.

Formation documents (required by company law)

• The LPA of the SCSp, signed by the general partner and at least one limited partner.
• The extract of the LPA filed with the RCS: name, object, registered office, the general partner and the persons authorised to act; limited partners are not named.
• The GP's articles of association and notarial deed, where a new GP Sàrl is incorporated, with the bank's blocking certificate for the EUR 12,000 capital.
• The RBE filing for the SCSp, and for a new GP, under the Law of 13 January 2019.
• The register of partners, maintained by the partnership.

Regulatory documents (where the vehicle is an AIF)

• The management agreement between the partnership, its GP and the AIFM, allocating portfolio and risk management to the AIFM.
• The AIF notification under Circular CSSF 25/894, with deadlines that depend on the manager's status; a registered AIFM notifies each additional AIF through the CSSF eDesk within 10 working days of starting to manage it.
• The AML/CFT procedure for the vehicle's investors and the vehicle's risk assessment.
• The investor information required for the product: terms, risks, fees and costs, conflicts of interest, SFDR disclosures from the AIFM, and the eligibility representations of each investor.
• Where Article 13(2a) applies, the white-label information submitted to the CSSF.

Transaction documents

• The term sheet or offering memorandum for the deal.
• The subscription agreement with each investor: commitment, representations, tax and FATCA/CRS self-certification, data protection, power of attorney where used.
• Side letters, if any, with their most-favoured-nation mechanics.
• The investment documents with the company: subscription or share purchase agreement, shareholders' agreement or accession deed, and the documents the company's other investors require from the SPV.
• The investment approval of the AIFM and the GP's resolutions authorising the investment.

5. Timeline: hosted vehicle vs own structure

How long each milestone takes depends above all on whether the general partner and the AIFM already exist.

Two practical observations. First, the hosted model compresses the first two milestones because the slow, one-off steps, incorporating a GP, registering an AIFM and opening institutional bank relationships, were done once for the platform rather than for each deal. Second, no structure removes the third milestone's dependencies: an investor who cannot evidence source of funds, or a company whose round slips, moves the closing whatever the vehicle. A realistic set-up plan states the expected closing date, the onboarding cut-off for investors and the fallback if an investor is not cleared in time, typically a reduced allocation or admission at a later closing.

Why use a hosted SPV platform?

• Existing GP and AIFM. The vehicle uses a general partner and a registered AIFM that are already incorporated, registered and banked, so no notary, blocked capital account or CSSF registration sits on the critical path of the deal.
• Fewer one-off processes. Documents are generated from agreed terms on tested templates, and investor onboarding runs on an established procedure rather than one designed for the deal.
• One record from onboarding to exit. Commitments, KYC files, capital calls, accounting and investor reporting sit in one system, so the closing file, the capital accounts and the annual tax data come from the same data.

6. Tax and reporting set-up before the first investment

Tax transparency moves the work to the set-up stage. Before the first euro is invested, the following are decided and recorded:

• Municipal business tax. Exposure is assessed in light of the partnership's actual activities, the role and participation of its corporate general partner, the allocation of carried interest and the application of Article 14(4) LITL. A GP participation below 5%, with carry and sponsor commitments held outside the GP, is relevant to that analysis but is not, by itself, a comprehensive tax exemption (SCSp tax explained).
• Investor classification. How each investor's jurisdiction treats the SCSp, transparent or opaque, and the resulting reverse hybrid position under Article 168quater LITL, documented and reassessed when investors change.
• US classification, where US persons invest or the SPV holds US assets: the vehicle's default US classification or any election, decided before the first investment rather than afterwards.
• FATCA and CRS. The vehicle's FATCA and CRS classifications are determined separately, with IRS registration and a GIIN obtained where required for FATCA, and investor self-certifications collected during onboarding.
• VAT. Whether the management services qualify for the AIF management exemption, and whether the SCSp needs a VAT registration.
• Direct tax filings. Which return the partnership will file. A transparent vehicle earning mainly investment income often falls under form 205, filed through MyGuichet.lu, but the actual filing obligations depend on the vehicle's tax position and any invitation from the tax authority.
• Accounting and reporting. The chart of accounts, the capital-account method, the allocation rules of the LPA translated into the books, and the reporting calendar for investors, so that the first statement can be produced from the books rather than reconstructed.

The tax treatment itself is summarised in the tax section of our deal-by-deal SPV guide.

7. The first-closing checklist

A closing is ready when every item below can be ticked, not when the deal team is ready to sign:

• SCSp formed, RCS number obtained, RBE filed; GP authorised to act.
• AIFM appointed, applicable CSSF notification requirements identified and completed within the relevant deadlines, and the investment decision approved and documented by the responsible manager.
• Each investor onboarded and accepted, eligibility confirmed, subscription countersigned, register of partners written.
• Bank account operational with agreed signatories and payment controls; capital called and every receipt reconciled to a commitment.
• Transaction documents in agreed form; the company's conditions precedent satisfied or waived; payment instructions verified by call-back.
• Tax and reporting set-up recorded (section 6); the first capital-account statement can be issued from the books.
• Closing file assembled: signed documents, approvals, proof of payment, the company's updated share register.

8. Accounting and online financial reporting from the first closing

Setting up the vehicle is the first stage of its life. From the moment commitments are accepted and the investment is executed, the SCSp needs reliable accounting records, capital-account administration, financial reporting and ongoing compliance, usually for five to ten years. Fundequate combines Luxembourg expert-comptable expertise, specialised SPV operations and a proprietary digital platform, so that these processes run on one set of records.

One accounting framework, from first closing to exit

For an SCSp used in a private equity or venture capital transaction, financial administration goes beyond statutory bookkeeping. It records investor commitments and contributions, the acquisition cost of the investment, fees and operating expenses, valuations, distributions and carried interest allocations, and it translates the allocation rules of the LPA into partner capital accounts. Keeping all of this in one accounting framework from the first closing removes the need to reconstruct information from separate spreadsheets when financial statements, investor reports or tax information are due.

Online access to financial data and reports

Authorised users access their vehicles' financial information and reports on Fundequate's platform. Depending on the vehicle's arrangements and each user's access rights, this covers accounting records, investor capital accounts, financial statements and investment reports. Sponsors, general partners and investors obtain what they need from the platform instead of relying on periodic email requests and manually assembled reports.

Integrated accounting, operations and technology

A Luxembourg SPV involves several parties: the sponsor, the general partner, the AIFM where applicable, legal advisers, accountants, the bank and the investors. Fundequate connects the accounting workstream with the digital records of investor onboarding, commitments, capital calls, distributions and reporting. Legal advice remains with Luxembourg counsel, regulated portfolio and risk management with the appointed AIFM, and any statutory audit with the vehicle's auditor.

9. The cost model

Fees vary by provider, deal size and number of investors, so a set-up budget is best built from its components, each marked as one-off or recurring and as mandatory, conditional or provider-dependent:

Two numbers tell an investor what the cost model means for them: the share of each commitment that reaches the company, and the expected annual cost charged to the vehicle until exit. Both belong in the term sheet.

FAQ