Authorisation of a UCITS
An Undertaking for Collective Investment in Transferable Securities (UCITS) shall, in order to carry out its activities in Luxembourg, be previously authorised by the CSSF pursuant to Article 129 of the Law.
An investment fund set up as a UCITS shall be authorised only if the CSSF has approved the articles of incorporation (if the UCITS is set up in corporate form as an investment company), or the management regulations (if the UCITS is set up in the form of a common fund), and the choice of the depositary.
In addition, a UCITS set up in contractual form as a common fund shall only be authorised by the CSSF if it has approved the application of its proposed management company. A UCITS set up in corporate form and appointing a management company shall be authorised only if the CSSF has approved the application of the management company appointed to manage it.
The directors of an investment fund must be of sufficiently good repute and be sufficiently experienced, including 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 appointed provider (central administration, depositary, management company, réviseur d’entreprises agréé (approved statutory auditor), investment fund manager, …) and any amendment to the management regulations or instruments of incorporation of the investment fund is subject to approval by the CSSF.
Granting of the CSSF authorisation implies that the members of the administrative, management and supervisory bodies of the management company or, where applicable, the investment fund, must notify the CSSF spontaneously in writing and in a complete, coherent and comprehensible manner of any substantial change regarding the information on which the CSSF based its examination of the application for authorisation. The CSSF must also be notified of any change in respect of the directors.
The CSSF keeps official lists of the investment funds authorised in Luxembourg and subject to its supervision. Entry on the lists is tantamount to authorisation and is notified by the CSSF to the investment fund concerned.
Entry and the continued registration of an investment fund 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 its securities.
The fact that a UCITS is entered on the official list referred to in Article 130(1) of the Law 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 a UCITS, 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 UCITS 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 UCITS;
- amend an existing UCITS, or
- transform a Part II fund or SIF registered on the official list into a UCITS 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 UCITS (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 email@example.com or by phone on (+352) 26 251- 2251 (Helpdesk).
Approval process of a new UCITS not yet registered on the official list
This approval process comprises the approval to set up a new UCITS not yet registered on the official list. Please note that only conversions for which the existing structure is not regulated by the CSSF are 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 with supporting documents attached, the request is to be submitted to the CSSF directly via eDesk.
Applicants are expected to file an application only once all components 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 the examination process.
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 two working days by means of an email to the contact person specified in eDesk. This email provides the name of the officer responsible for the examination of the application file.
Exchange of comments
The CSSF will transmit its first comments via eDesk (request for further information and/or supporting documents, supplementary confirmations, clarification on certain aspects of the request…) within ten working days after receiving an application file of 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 to inform them that the CSSF has sent new comments.
Complementary information or documents must be submitted via eDesk in a new version of the request. The exchange of comments will continue until satisfactory completion of the examination phase.
If the applicant experiences any difficulty in providing further information on specific considerations of the application and does not provide the information requested by the CSSF within a reasonable time limit (maximum one month), the CSSF will contact the applicant to ask whether the application is to be continued or withdrawn.
End of examination notice
If the CSSF makes a positive decision on the application, 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 final and signed-off version that are required to finalise the approval process of the UCITS. It also specifies the transmission channel (via eDesk, physical mail or via e-file) for each piece of information or document.
The end of examination notice also informs the applicant that no further changes can be made to the scope of the application, and no alterations can be made to the last draft versions of the constitutive documents on the basis of which the examination has been completed.
The CSSF stresses that the end of examination notice is the only binding method to notify its positive decision.
Entry on the official list of the approved UCITS
Upon satisfactory receipt of the prospectus and all compulsory information and documents requested in the end of examination notice, the CSSF will proceed to the registration of UCITS on the official list.
In parallel, the CSSF sends an official accreditation letter by email (also available in eDesk), as well as the CSSF identification codes.
The CSSF returns the visa stamped prospectus via e-file within five working days after reception (electronic visa).
The CSSF also issues the related UCITS attestations in electronic form. Successful completion of the approval of a new UCITS and the notification of the UCITS for marketing its shares/units in another EU Member State are distinct processes. If a UCITS intends to market its units in another EU Member State, it must follow the specific notification procedures.
If you need to contact the head of the division or the CSSF officer in connection with the application under review, you should contact the department.