A Luxembourg entity has to be run from Luxembourg, and be able to show it. Where decisions are taken determines tax residence, treaty access and how tax authorities, banks and investors read the structure. We provide the address, the people and the governance record that make that position defensible.
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.
Every Luxembourg company and partnership needs a registered office in Luxembourg, and most fund vehicles, SPVs and holding companies do not have premises of their own. Domiciliation solves the address. It does not, on its own, make the entity Luxembourg-resident in substance. That depends on where the entity is actually managed and where its decisions are taken – and on whether that can be shown when a tax authority, a treaty partner, a bank or an investor asks.
Under the Law of 31 May 1999 on the domiciliation of companies, a company may establish its registered office with a third party only under a written domiciliation agreement, and only with a domiciliation agent belonging to one of the professions listed in that law. The agent must keep the company's documents at the office, know the persons behind the company, and inform the authorities when the agreement ends. Choosing the agent is therefore also a compliance decision.The first decision is not the legal form but the regime. A manager below the AIFMD thresholds registers with the CSSF under Article 3 of the Law of 12 July 2013 and avoids the obligations of Chapter 2 — no authorised AIFM, no depositary requirement flowing from the manager's status, no remuneration rules. Above the thresholds, full authorisation applies, with a cost base and operating model that must exist before the first closing rather than after it.
Under Article 159 of the Income Tax Law (LIR), a company is resident in Luxembourg if it has its statutory seat or its central administration there. Treaty partners and withholding agents increasingly look beyond the statutory seat to the place of effective management. A board that only meets abroad, or that approves decisions already taken elsewhere, weakens the position the structure relies on – including access to the participation exemption and to Luxembourg's double tax treaties.
For companies carrying out intra-group financing, circular L.I.R. n° 56/1 – 56bis/1 sets out specific substance expectations, including a majority of board members resident or professionally active in Luxembourg and key decisions taken in Luxembourg. In practice, similar expectations are now applied well beyond financing companies.
A local director adds substance only if the role is real. That means receiving board materials in advance, understanding the transactions being approved, asking questions, and being able to refuse to sign. Directors carry personal liability under the Law of 10 August 1915 for mismanagement and breaches of the law or the articles, which is why experienced local directors expect proper information and a clear governance process – and why investors and counterparties take their presence seriously.
Substance is ultimately proven by documents: convening notices, board packs, attendance records, signed minutes, statutory registers and annual accounts approved and filed on time. Changes to directors, the registered office or the articles must be filed with the RCS within one month, and changes in beneficial ownership must be reported to the RBE under the Law of 13 January 2019. A complete and current record is the most persuasive evidence a structure can offer.
When a vehicle has served its purpose , for example after an exit or once a carry vehicle has fully distributed, it should be closed as carefully as it was opened. A voluntary liquidation under the Law of 10 August 1915 involves the appointment of a liquidator, liquidation accounts, a closing resolution, and filings with the RCS followed by publication in the RESA. Leaving dormant entities in place keeps filing obligations, costs and director liability alive.
Tell us about your entity or structure. We will tell you what is in place, what is missing and what it takes to close the gap.
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.
