Statutory accounts, tax filings and investor statements are usually prepared by different people from different spreadsheets, and reconciled at the last minute. We keep one ledger per entity and produce every report from it, so the figures your investors see are the figures the RCS and the tax authority see.
Service proposal prepared for the chosen vehicle and regime, signed, then a kick-off call with the onboarding team.
Documents requested on the basis of your structure, then reviewed and analysed by the onboarding team.
Coordination with your legal advisor on the articles or the LPA, checking completeness before anything goes to the notary.
Bank or payment institution selected and onboarded, initial share capital wired, capital blocked until the deed is signed.
Deed signed before the notary, capital unlocked by the bank, entity registered with the RCS and RBE and operational.
Four structures cover most of what our clients build. Each carries a different regulatory footprint, and that footprint should be settled before drafting starts.
A fund whose manager stays below the AIFMD thresholds and registers with the CSSF instead of seeking full authorisation. In practice an SCSp or an SCA: closed-ended, drawdown capital, a defined investment period.
Art. 3(2)–(3), Law of 12 July 2013
A special limited partnership formed per deal or per syndicate. Tax-transparent, no minimum capital, constituted by private agreement — the lightest way to pool backers behind a single ticket without building a fund around it.
Art. 320-1 to 320-9, Law of 10 August 1915
A fully taxable resident company used to hold participations. Not a regulated product: it relies on the participation exemption and Luxembourg's treaty network rather than on a fund regime, and it files like any commercial company.
Art. 166 LIR; Regulation of 21 December 2001
One asset, one balance sheet. An S.à r.l. or S.A. holding a property, a loan, a co-investment or an escrow position, ring-fenced from the rest of the group and easy to transfer or wind down on its own.
Law of 10 August 1915
Both limbs are tested on the assets of all AIFs the manager manages, directly or by delegation. Confirm the position in writing before the structure is built around it.
Total assets under management, including assets acquired through the use of leverage.
Applies only to unleveraged portfolios carrying no redemption rights exercisable for five years from the date of initial investment in each AIF.
A Luxembourg fund structure rarely consists of one entity. A typical venture capital or private equity set-up combines a partnership, its general partner, one or more holding companies and a carry vehicle – each with its own books, its own filing calendar and its own readers. Statutory accounts go to the RCS, tax returns to the tax administration, information exchange reports to the authorities, and quarterly statements to investors. The work is manageable only when all of it comes from the same underlying records.
Commercial companies and partnerships in Luxembourg keep their books under the Law of 19 December 2002, using the standard chart of accounts, and file their annual accounts with the RCS through the eCDF platform. Annual accounts are approved by the shareholders or partners within six months of the financial year end and filed within one month of approval. Whether an audit by a réviseur d'entreprises agréé is required depends on the size of the entity and on its regime: RAIFs and SIFs are always audited, and many investors require an audit of unregulated partnerships by contract.
Corporate vehicles such as an S.à r.l. general partner or a SOPARFI are fully taxable and file corporate income tax, municipal business tax and net wealth tax returns. A special limited partnership is generally tax-transparent for income tax purposes, but its tax position still has to be documented and reported correctly. Holding and fund vehicles frequently need a VAT registration because they receive services from abroad, even where they make no taxable supplies themselves.
Limited partners expect quarterly reports and capital account statements in a recognised format. The Invest Europe Investor Reporting Guidelines and the ILPA templates set the market standard for content and structure. The figures in those reports – contributions, fees, distributions, carried interest and fair values – must agree with the audited accounts at year end. Preparing both from one ledger removes the reconciliation that otherwise happens under deadline pressure.
Most investment entities qualify as financial institutions for CRS and FATCA purposes and must classify themselves, collect investor self-certifications and report annually to the Luxembourg tax administration. Managers registered under Article 3 of the Law of 12 July 2013 also report periodically to the CSSF on the funds they manage. Both depend on investor and portfolio data that should already be in the accounting records.
A fund rarely reports alone. Capital flows from the partnership to holding companies and SPVs, fees move to the general partner and the manager, and carried interest passes through a separate vehicle. When each entity is kept by a different provider on a different timetable, intercompany balances stop agreeing and investor figures have to be reconciled by hand. A single provider and a single data set keep capital flows, intercompany positions and investor figures aligned across every entity in the structure.
No more chasing invoices, late closes or year-end surprises. Tell us how many entities you run and where the books stand today – we take it from there.
Fundequate Sàrl is a company registered and domiciled in Luxembourg. We provide innovative solutions to simplify fund structuring, administration, and investor onboarding, ensuring compliance, transparency, and efficiency for fund managers and investors.
