AIFM European passport

Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers (“AIFMD”) defines the notification procedure for managing AIFs established in another Member State by Luxembourg-based AIFMs.

According to Article 32 of the Law of 12 July 2013 on alternative investment fund managers (the “AIFM Law”), which, together with Article 33, transposed into Luxembourg law the provisions of Article 33 of the AIFMD, a Luxembourg-based AIFM which intends to manage AIFs established in another Member State for the first time, must communicate the following information to the CSSF:

1. the Member State in which it intends to manage AIFs directly or establish a branch, and/or to provide the services referred to in Article 5(4);
2. a programme of operations stating in particular the services which it intends to perform and/or identifying the AIFs it intends to manage.

If the Luxembourg-based AIFM intends to establish a branch, it must additionally provide the following information:

1. the organisational structure of the branch;
2. the address in the home Member State of the AIF from which documents may be obtained;
3. the names and contact details of the persons responsible for the management of the branch.

Notifications must be submitted to the CSSF exclusively via the dedicated eDesk Portal.

The notification forms for these procedures are available for download in the “Forms” section below.

Attention points:

• in the event of a notification under the freedom of establishment, by establishing/modifying a branch, the following documents must, where applicable, be attached to the general notification letter: the notification letter of persons responsible for a branch and the CSSF Annex to the general notification letter;
• in the event of a notification concerning the intention to provide services referred to in Article 5(4) of the AIFM Law, in addition to the aforementioned documents, the “MiFID Annex to the notification letter (…)” must also be attached. The form is available for download in the “Forms” section below.

In accordance with Article 32(4) of the AIFM Law, the CSSF shall, within one month of receiving the complete documentation in the case where the AIFM intends to manage AIFs directly, or within two  months of receiving the complete documentation in the case where the AIFM intends to establish a branch, transmit the complete documentation to the competent authorities of the host Member State of the AIFM (i.e. the Member State in which the AIF is established). Such transmission shall occur only if the AIFM’s management of the AIF complies and will continue to comply with the AIFM Law, and the AIFM otherwise complies with the AIFM Law.

The CSSF will all enclose a statement to the effect that the AIFM concerned is authorised by the CSSF. The CSSF will furthermore directly thereafter notify the AIFM about the transmission. Upon receipt of the transmission notification, the Luxembourg-based AIFM may start to provide its services in its host Member State.

According to Article 32(5) of the AIFM Law, in the event of a material change in the information originally submitted, the Luxembourg-based AIFM shall provide written notice of this change to the CSSF. As stipulated in Article 32(5), all material changes must be notified to the CSSF at least one  month before implementing the change as regards any changes planned by the AIFM, or immediately after an unplanned change has occurred.

Changes to the initial notifications, as well as the cessation of cross-border activities, must be notified to the CSSF exclusively via the dedicated eDesk portal.

The notification forms for these procedures are available for download in the “Forms” section below.

All legal and regulatory documents (including FAQs) can be found in the Regulatory framework section. Furthermore, information on the fees to be paid by AIFMs is set out in a Grand-ducal Regulation on the fees to be charged by the CSSF, available in the “Laws, regulations and directives” section below.

All forms can be found in the Publication and Data section.

The eDesk Portal can be accessed at https://edesk.apps.cssf.lu/edesk-dashboard/dashboard/getstarted.

The list of relevant procedures is published and kept up to date on the eDesk Portal’s homepage and should be consulted regularly by the relevant entities.

A user guide, available via the eDesk Portal, will provide further information and instructions.

For any technical questions regarding the eDesk application, please contact our helpdesk at edesk@cssf.lu.

AIFMs authorised in the EU/EEA that intend to exercise their activities in Luxembourg under the freedom of establishment or under the freedom to provide services are required to complete the necessary formalities with their Home State authority, which will notify the CSSF.

The same applies to  changes to the initial notification.

AIFMs authorised in the EU/EEA are required to notify in writing of any changes to their initial notifications, as well as the termination of cross-border activities to their Home State authority, which will then notify the CSSF.

Attention point:

Notwithstanding the publication of ESMA Q&A 711 (ESMA_QA_711), all activities and/or services that an AIFM intends to provide in Luxembourg, under either the freedom of establishment or the freedom to provide services, must be notified, directly or indirectly, to the CSSF.

Thus, if these activities and/or services are not notified via the AIFM’s national authority, they must be notified directly to the CSSF to enable it to carry out its supervisory duties. Similarly, any changes to these initial notifications, as well as the cessation of cross-border activities, must also be notified to the CSSF.

This information must be sent to the CSSF via email at gfi@cssf.lu, using the notification forms provided in Commission Implementing Regulation (EU) 2024/913 of 15 December 2023. The subject line of the email must state ‘BRANCH IN’.

Information on the fees to be paid by AIFMs is set out in a Grand-ducal Regulation on the fees to be charged by the CSSF, available in the “Laws, regulations and directives” section below.