Authorisation of a SICAR
A regulated société d’investissement en capital à risque (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.
An investment fund set up as a SICAR shall be authorised only if the CSSF has approved the articles of incorporation (corporate form) and the choice of the depositary.
The directors of an investment fund must be of sufficiently good repute and be sufficiently experienced, also in relation to the type of investment fund and its investment policy. To that end, the directors shall be understood as those persons who under the law and the articles of incorporation represent the investment fund or who effectively determine the conduct of the activity of the investment fund.
The replacement of any third party (central administration, depositary, management company, alternative investment fund manager, portfolio manager, réviseur d’entreprises agréé (approved statutory auditor)…) as well as any amendment to the management regulations or instruments of incorporation of the investment fund are subject to approval by the CSSF.
The granting of the authorisation implies that the members of the administrative, management and supervisory bodies of the management company, the alternative investment fund manager, or where applicable, the investment fund, must 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 authority which is to carry out the duties provided for in the laws on Luxembourg regulated investment funds is the CSSF.
The CSSF keeps official lists of the investment funds authorised in Luxembourg and subject to its supervision. Such entry is tantamount to authorisation and is notified by the CSSF to the investment fund concerned.
The entering and the maintaining on the official list is subject to observance of all legislative, regulatory or contractual provisions relating to the organisation and operation of the investment fund, and to the distribution, placing or sale of their securities.
The fact that a SICAR is entered on the official list referred to in Article 12(1) of the Law 15 June 2004 shall not, under any circumstances, be described in any way whatsoever as a positive quality assessment made by the CSSF of the securities offered for sale.
Specific considerations for the application for approval
Before carrying out any activity and, where applicable, before the creation of an investment company, an application for entry on the official list must be filed with the CSSF.
Specific approval processes provide practical guidance for interested parties wishing to:
- launch a new investment fund not yet registered on the official list (including the conversion of an existing non regulated structure);
- add one or several sub-fund(s) to an existing investment fund;
- amend an existing investment fund, or
- convert an investment fund already registered on the official list into a new investment fund from another type, not yet registered on the official list.
The mode of information transmission to the CSSF varies depending on the approval process concerned.
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.
Important disclaimer: any time limits for feedback set out in the description of the approval process below shall be understood as a general indication of time limits that the CSSF seeks to meet in the handling of an application file of average complexity. Under no circumstances shall those general indications be understood as a guarantee in relation to a specific file or request. Although the CSSF will use its best efforts to meet the indicated time lines to give its feedback or comments to the applicant, it shall be noted that time limits may vary depending on the content and quality of the information and documents submitted. Applicants are advised to consider any indications on feedback time lines as non-binding and thus not suitable to build investment or marketing plans for a specific file on these general indications.
The approval process of a new investment fund (including conversions) or of additional sub-fund(s) is subject to the payment of a one-off fee due as soon as the application is made. Further details on the fee schedule are available in the Grand-ducal Regulation of 21 December 2017 relating to the fees to be levied by the CSSF.
For any general questions in relation to the application processes, please feel free to contact us by email at the address firstname.lastname@example.org or by phone on (+352) 26 251- 2251 (helpdesk).
Approval process of a new investment fund not yet registered on the official list
This approval process comprises the approval to set up a new SICAR not yet registered on the official list. Please note that only conversions for which the existing structure is not regulated by the CSSF are also included in the scope.
Submission of the request and acknowledgement of receipt
A request must be created in the “UCI Approval” application available under the eDesk portal of the CSSF.
Once the request is duly completed and the supportive documents are duly attached, the request is to be submitted to the CSSF directly via eDesk.
Applicants are expected to file an application only once all constituents of the project are fully fixed and stable. The transmission of a partial (incomplete) application may prevent the start of the approval process and cause unexpected delays.
In addition to the automatic visual eDesk notification at the time of the request submission, the CSSF will acknowledge receipt of the application file within 2 working days by means of an email to the contact person specified in eDesk. This email specifies the name of the officer responsible for the examination of the application file.
Exchange of comments
The CSSF seeks to transmit its first comments via eDesk (request for further information and/or supportive documents, supplementary confirmations, clarification on certain aspects of the request…) within 10 working days after receiving an application file with an average complexity. Receiving a more complex or extensive request may lead to contact by the CSSF officer in charge of reviewing the application in order to mutually agree on a specific time frame. An email is sent to the contact person specified in eDesk advising of the existence of new comments from the CSSF.
Complementary information or documents must be submitted via eDesk in a new version of the request. The exchange of comments may be subject to reiteration until satisfactory completion of the examination phase.
If the applicant faces difficulties to provide further information on specific considerations of the application and does not provide the information requested by the CSSF within a reasonable time limit not exceeding 2 months, the CSSF will contact the applicant to ask whether the application is to be continued or withdrawn.
End of examination notice
In case of a positive decision from the CSSF, an end of examination notice is sent directly via eDesk (a parallel notification email is also sent to the contact person specified in eDesk).
This end of examination notice specifies the information and documents in the final and signed-off version that still have to be transmitted in order to finalise the approval process of the investment fund, as well as, for each information or document, the transmission channel (via eDesk, physical mail or via e-file).
The end of examination notice also advises the applicant that the application no longer allows changes in the scope or alterations in the last draft versions of the constitutive documents on the basis of which the examination has been completed.
The CSSF stresses that any indication of the positive decision that is communicated by a means other than the end of examination notice does not engage the CSSF’s responsibility in case of any action that would be triggered.
Entry on the official list of the approved investment fund
Upon satisfactory receipt of the prospectus/offering document and all compulsory information and documents requested in the end of examination notice, the CSSF will proceed to the registration of the investment fund on the official list.
In parallel, the CSSF issues an official accreditation letter sent electronically by email (also available in eDesk), as well as the CSSF identification codes.
The CSSF sends back the visa stamped prospectus/offering document. This is made via physical mail (manual visa).
If you need to contact the head of the division or the CSSF officer in connection with the application under review, you should refer to the instructions under “Contact”.