Authorisation of a SICAR

General considerations

A société d'investissement en capital à risque (investment company in risk capital, hereafter "SICAR") shall, in order to carry out its activities in Luxembourg, be previously authorised by the CSSF pursuant to Article 12 of the law 15 June 2004 relating to the investment company in risk capital.

 

A SICAR shall be authorised only if the CSSF has approved the instruments of incorporation and the choice of the depositary.

 

The directors of a SICAR and of the depositary must be of sufficiently good repute and be sufficiently experienced, in consideration of the investment policy of the SICAR concerned. To that end, "directors" means those persons who under the law or the instruments of incorporation represent the SICAR and who effectively determine the conduct of the activity of the SICAR.

 

The replacement of any agent (depositary, central administration, réviseur d'entreprises agréé [approved statutory auditor], AIFM) as well as any amendment to the instruments of incorporation of the investment company are subject to approval by the CSSF.

 

The granting of the authorisation pursuant to Article 12(1) implies for the directors of the SICAR the requirement to notify the CSSF spontaneously in writing and in a complete, coherent and comprehensible manner of any change regarding the substantial information on which the CSSF based its examination of the application for authorisation as well as of any change in respect of the directors.

 

The CSSF keeps an official list of the SICARs authorised and subject to its supervision. Such entry is tantamount to authorisation and is notified by the CSSF to the SICAR concerned.

 

The entering and the maintaining on the official list are subject to observance of all legislative, regulatory or contractual provisions relating to the organisation and operation of the SICAR, as well as to the distribution, placing or sale of their securities.

 

The fact that a SICAR is on the official list referred to in Article 12(1) shall not, under any circumstances, be described in any way whatsoever as a positive assessment made by the CSSF of the quality of the securities offered for sale.

 

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Specific considerations for the application for approval

Before carrying out any activity, a SICAR must submit an application for approval and for entry on the official list with the CSSF.

 

The specific approval processes as presented in the boxes on the right provide practical guidance for interested parties wishing to launch a new SICAR, or one or several additional sub-funds in the context of an existing SICAR and refer to the procedures relating to the requests for relating approvals with the CSSF.

 

The CSSF considers the information to be provided as minimum requirements and reserves the right to request additional information as may be deemed necessary in the context of the authorisation process.

 

The approval process of a new SICAR or additional sub-funds is subject to the payment of a one-off fee. Further details on the fee schedule are available in the Grand-ducal regulation of 28 October 2013 relating to the fees to be levied by the CSSF.

 

Please feel free to provide the duly completed information required in the questionnaire in the relevant procedure by e-file or by e-mail to the attention of setup.uci@cssf.lu.

 

For any general questions in relation to the application processes, please feel free to contact us by email at the address opc@cssf.lu or by phone on (+352) 26 251- 251 (helpdesk).

 

For any specific questions in relation to a case under examination, please proceed as explained further under "Contact the department Supervision of AIFMs, AIFs, SIFs and SICARs".

Procedure for initial authorisation

Authorisation of a new SICAR not yet registered on the official list

Authorisation of additional sub-funds for SICARs which are already authorised (multiple compartment SICAR)

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Procedure for authorisation of amendments

Authorisation of amendments in an existing SICAR

Authorisation of amendments in one or more sub-funds of a SICAR

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