1. What a registered AIFM is

Article 3 of the Law of 12 July 2013 lets a manager whose aggregated assets under management stay below defined thresholds register with the CSSF instead of seeking full authorisation. The registered AIFM performs the same core functions as any manager of an alternative investment fund, portfolio management and risk management, but under a drastically reduced rulebook: no own-funds requirement, no depositary obligation for the unregulated AIFs it manages, no remuneration or delegation framework, and a light reporting duty.

The status presupposes that the vehicles are AIFs in the first place. Whether a given SPV crosses that line is its own analysis, covered in Is a Luxembourg SPV an AIF?; the structures a registered AIFM typically runs, deal-by-deal SPVs, syndicates, club vehicles and feeders, are described in the deal-by-deal SPV guide and the SCSp guide. In a typical set-up the general partner entity of the SCSp, or a dedicated management company in its group, takes the registered AIFM role; being the GP alone confers no manager status. The status is not limited to unregulated wrappers: subject to the thresholds and to each product's own requirements, a registered AIFM may also manage certain CSSF-authorised funds, including SIFs, SICARs and Part II UCIs. A RAIF is the exception; it must appoint an authorised external AIFM.

2. The thresholds and how AUM is calculated

The registration regime is available while total assets under management stay below:

• EUR 100 million, the general threshold, including assets acquired through the use of leverage; or
• EUR 500 million, where every portfolio is unleveraged and grants no redemption rights exercisable during five years from each AIF's initial investment. Closed-ended private structures usually qualify for this higher limit.

The calculation follows Articles 2 and 10 of Commission Delegated Regulation (EU) No 231/2013 and has four properties that decide real cases:

• Aggregation. The thresholds count all AIFs the manager runs, directly or indirectly. Every new SPV consumes shared headroom; the binding constraint for a manager of many vehicles is the running total, not the size of any single deal.
• Exposure, not cost. Assets are valued and derivative positions are converted into their equivalent underlying exposure, so leverage inflates AUM beyond invested capital.
• No double counting inside the structure. Where one AIF invests in another AIF managed by the same external AIFM, for instance a feeder into its master, the investment may be excluded from the calculation under Article 2(4) of the Regulation.
• Continuous monitoring. AUM is monitored on an ongoing basis and recalculated at least annually; the obligation to react to a breach starts when the breach occurs, not at the next annual review.

3. Registering with the CSSF

Registration is not a prudential authorisation, but neither is it a letter-box filing: the CSSF reviews the file, may request additional information, and issues a confirmation of registration once its assessment is complete. The content and the calendar:

• The file. Identification of the manager, identification of the AIFs it manages, their investment strategies, and the information needed for the CSSF to monitor the thresholds: AUM, leverage, main exposures. An AML/CFT IFM Market Entry Form is submitted through eDesk alongside the registration; unlike the registration form, it is not refreshed routinely every year.
• Timing. The registration is filed without delay once management of the first AIF begins; the CSSF treats two months as the outer limit of a reasonable filing period.
• New vehicles. Each additional AIF taken under management is notified to the CSSF within 10 working days. When management "begins" is read carefully under Circular CSSF 25/894: depending on the case it can be the fund's constitution or the effective appointment of the manager, not only the first investment or the start of capital raising.
• Annual refresh. The registration form is updated at least once a year, and material changes are notified as they occur.

There is no AIFMD own-funds requirement to evidence and no programme of operations of the kind an authorisation requires; the capital rules of the manager's legal form, and of any other licence it holds, continue to apply. The counterpart of that lightness is a set of hard limits on distribution and products, which is where the regime's real edges sit.

4. Ongoing obligations

What the registered status does not impose: AIFMD own funds, a depositary for the unregulated AIFs, the remuneration rules, the delegation framework and the liquidity management provisions that AIFMD II brought for authorised managers; the reporting burden is the narrower annual scope described above, not the full cycle of an authorised AIFM. DORA likewise does not, in principle, reach sub-threshold managers within the Article 3(2) exemption, though it can apply after a voluntary opt-in to full status. The vehicles themselves keep their ordinary company-law duties, accounting records and tax filings, as described in the deal-by-deal SPV guide.

5. What a registered AIFM cannot do

• No AIFMD marketing passport. Distribution runs under each country's national rules. In Luxembourg, marketing of unregulated AIFs is in principle limited to professional investors per the CSSF FAQ; regulated products carry their own eligibility rules, well-informed investors for SIFs and SICARs, and a broader investor base for Part II UCIs, each under its own distribution regime.
• No RAIF. The reserved alternative investment fund requires an authorised AIFM. Unregulated SCSps, and, subject to product rules, SIFs, SICARs and Part II UCIs, remain available to a registered manager.
• No MiFID-style services from registration alone. Registration as a sub-threshold AIFM does not itself authorise discretionary portfolio management or investment advice for third parties. Such services require a separate authorisation, which can in certain circumstances coexist in the same entity with registered AIFM status.
• No passported feeder distribution. A feeder's standard passport requires an authorised AIFM and an EU master under an authorised EU AIFM, as set out in the SCSp guide.

One structured alternative exists for venture strategies: the EuVECA regime under Regulation (EU) No 345/2013. A manager below the AIFMD thresholds whose funds meet the EuVECA portfolio and investor conditions can register for the label and market it cross-border under the EuVECA passport, without full AIFMD authorisation. The conditions are specific, above all the requirement to commit at least 70% of the relevant capital base to qualifying investments, so the label fits classic venture funds better than single-asset SPVs.

6. Breach, opt-in and the growth path

When aggregated AUM exceeds the applicable threshold, the manager notifies the CSSF without delay, including where it considers the excess temporary, explaining the basis for that view; after three months the position is recalculated and the manager demonstrates that the excess has ended (Article 4 of Regulation 231/2013). Where the excess is more than temporary, and the CSSF treats an excess likely to last over three months as non-temporary, the application for full authorisation is due within 30 calendar days. The practical consequence runs backwards from that deadline: a manager approaching the limit either stops adding vehicles or starts preparing the authorisation file long before the breach, because substance, governance, capital and documentation cannot be built in a month.

The regime is also a deliberate on-ramp. A registered AIFM may opt in to full authorisation at any time, taking on the complete AIFMD framework in exchange for the marketing passport and access to product regimes such as the RAIF. For managers whose strategy grows from deal-by-deal vehicles towards blind-pool funds, that sequencing, registered first, authorised when scale and distribution demand it, is the standard Luxembourg growth path.

FAQ