Fund structuring, administration and investor onboarding — from first close to wind-down. We set up the vehicle, draft alongside your counsel, and take over the operational load: capital calls, NAV, LP reporting and regulatory filings. For sub-threshold funds — under €100m with leverage, or €500m without — you get a licensed Luxembourg accounting practice and a platform your investors actually log into.
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.
Above either threshold the manager requires full authorisation, which brings a depositary, a valuation function and an operating model that must be in place before the first closing. Registration is itself an obligation: registered managers report periodically to the CSSF and must notify it when the conditions cease to be met — and AIFMD II has extended what that reporting covers.
Art. 3(2)(a)–(b) and 3(3), Law of 12 July 2013 on alternative investment fund managers; Art. 2–5, Commission Delegated Regulation (EU) No 231/2013; Directive (EU) 2024/927
Vehicle and regime settled before drafting starts, then incorporation run end to end: AML/KYC, bank or payment institution onboarding, notarial deed where the form requires one, RCS and RBE filings, tax registration.
Law of 10 August 1915 on commercial companies; Law of 13 January 2019 on the register of beneficial owners
Subscription packs collected and checked per investor: AML/KYC under the Law of 12 November 2004, UBO evidence, FATCA and CRS self-certification, and the well-informed investor declaration where the product regime requires one. Admitted investors land in the register, not in a folder.
Drawdown and distribution notices prepared from the LPA terms as agreed — fee basis, hurdle, catch-up, equalisation — with per-investor allocations, Luxembourg business-day due dates and settlement tracking.
Bookkeeping, capital accounts, statutory accounts under Lux GAAP, and periodic reporting packs built to the Invest Europe Investor Reporting Guidelines. Valuations prepared on IPEV methodology for the GP to approve.
CSSF reporting for registered managers, RBE updates, VAT and CIT/NWT returns, annual accounts filing. For managers running Polish ASI alongside, the same team covers KNF reporting and Polish statutory accounts.
Luxembourg holds the largest share of European alternative fund assets, and for a venture or private equity manager raising a first fund the attraction is rarely the tax rate. It is that the path is known: the vehicles are familiar to investors' counsel, the service ecosystem has handled the same situations thousands of times, and a Luxembourg structure rarely needs explaining to an institutional LP.
A manager below the AIFMD thresholds registers with the CSSF under Article 3 of the Law of 12 July 2013 rather than seeking full authorisation. The obligations of Chapter 2 — an authorised AIFM, the depositary requirement flowing from the manager's status, the remuneration and valuation rules — do not apply. What does apply is registration itself: periodic reporting to the CSSF, and an obligation to notify when the conditions are no longer met. Directive (EU) 2024/927 has extended the scope of that reporting, so the gap between registered and authorised is narrower than it was when the regime was designed.
A RAIF under the Law of 23 July 2016, a SIF under the Law of 13 February 2007 or a Part II fund each carry their own depositary and reporting obligations, regardless of whether the manager is registered or authorised. Managers who settle the manager regime first and the product regime afterwards tend to discover the mismatch at the worst moment — usually when an investor's counsel asks for the file.
For a fund below the thresholds, the recurring work is not regulatory filings. It is the quarter: capital accounts that have to tie to the ledger, a NAV that has to survive the auditor, valuations prepared on a methodology the LPs recognise, and a reporting pack that institutional investors can load into their own systems without re-keying it. A manager running two funds and four SPVs spends more time on this than on any single CSSF submission.
Few managers stop at a single entity. A fund attracts a parallel vehicle for a different investor category, a co-investment partnership for one deal, a general partner company, and an SPV for each asset that needs ring-fencing. Each one carries its own accounts, its own filings and its own deadlines, and the administrative load grows faster than the number of entities suggests. Running them on one set of records and one calendar is what keeps a second closing from turning into a reconciliation exercise.
Setting up a fund involves decisions that are hard to reverse once investors are in. We've been through it many times and are happy to talk it through with you.
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.
