Authorisation

Articles 5 to 19 of the Law of 12 July 2013 on alternative investment fund managers (“AIFM Law”) lay down the legal conditions which must be met to be granted authorisation as alternative investment fund manager (AIFM).

Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012 specifies the manner how certain articles of the AIFM Law shall be applied.

Any company intending to act as AIFM shall be authorised by the CSSF beforehand. The application file for authorisation shall include, as a minimum requirement, the information listed in the “Application questionnaire for the set up of a fully licensed alternative investment fund manager”, which can be downloaded under “Forms”.

Registration of an AIFM

Articles 3(2) and 3(3) of the AIFM Law lay down the legal conditions that must be fulfilled for registration of an alternative investment fund manager.

Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012 specifies the rules for the application of certain articles of the AIFM Law.

All Luxembourg legal persons whose regular activity includes managing one or several alternative investment funds and that do not need to be authorised under Chapter 2 of the AIFM Law, must submit a request for registration as alternative investment fund manager to the CSSF.

The registration request must at least include the “Registration form for an alternative investment fund manager” (the “Registration form”), the “IFM EMIR questionnaire” and the “AML/CFT IFM market entry form” which are available for download in the section “Forms”.

The CSSF considers that the information and supporting documents as required in the Registration form are the minimum information that should be included and reserves the right to request any additional information should further specifications be needed during the request review process.

The registration request must be sent to the CSSF by email exclusively to aifm_registration@cssf.lu

The CSSF acknowledges receipt of the registration request within 2 working days and will communicate the name of the agent in charge of examining the request by way of an email to the email address of the contact person indicated in the Registration form.

The CSSF endeavours to contact the applicant (or the contact person indicated in the request form) within 10 working days after reception of the initial request and reserves the right to request additional information and/or documents and other additional confirmations, and/or specifications on other aspects of the request.

The CSSF sends a letter of registration of the alternative investment fund manager to the applicant as soon as the review of the request is completed and conclusive.

The information needed to register the alternative investment fund manager shall be kept up to date. Hence, termination of business of alternative investment fund management, as well as any change to the information provided in the registration request must be communicated to the CSSF without delay. In addition, an updated Registration form shall be transmitted to the CSSF at least once a year.

Updating information about a registered AIFM

The necessary information for registration purposes must be kept up to date. Therefore, any change in the information provided in the initial application for registration must be communicated to the CSSF without delay and exclusively via e-mail to aifm_registration@cssf.lu

Examples of changes (non-exhaustive list):

  • change of the name of the AIFM;
  • change of the address of the registered office of the AIFM;
  • change in the governance of the AIFM (directors, conducting officers, others);
  • change in the shareholding/shareholders of the AIFM;
  • change of the name of an AIF managed by the AIFM;
  • change of the address of the registered office of an AIF managed by the AIFM;
  • liquidation of the AIFM.

In addition, pursuant to Article 5 of Delegated Regulation (EU) No 231/2013, the updated Registration Form must be transmitted at least once per year to the CSSF.

Management of an additional AIF

The management of an additional AIF (i.e. which was not communicated to the CSSF at the time of the initial application for registration) must be communicated to the CSSF in accordance with Circular CSSF 15/612 using the appropriate form, which can be downloaded from the section “Forms”.

Furthermore, when starting to manage an additional AIF, the AIFM must spontaneously provide an updated version of the “Registration form”, which was submitted at the time of the initial registration request.

The management of an additional AIF must be communicated to the CSSF within ten working days following the beginning of the management of this additional AIF.

Notification of non-compliance with the conditions set out in Article 3(2) of the AIFM Law

Where the conditions set out in  Article 3(2) of the AIFM Law are no longer fulfilled, the relevant AIFM must apply, within 30 calendar days, for an approval in accordance with the procedures set out in the AIFM Law.

Thus, according to Article 4(2) of Delegated Regulation (EU) No 231/2013, when:

  • the total value of assets under management exceeds the relevant threshold set out in Article 3(2) of the AIFM Law and
  • the AIFM considers that the situation is not of a temporary nature,

it shall notify the CSSF without delay of such excess by indicating that the situation is considered not to be of a temporary nature.

The AIFM shall seek, within thirty calendar days, a request for authorisation in accordance with the procedures provided by the 2013 Law.

A situation is not considered to be of a temporary nature if it is likely to last more than three months.

An AIFM, which is registered in accordance with the conditions of point (b) of Article 3(2) of the AIFM Law, shall notify the CSSF without delay when:

  • an AIF that it manages uses/intends to use leverage or
  • an AIF that it manages gives/intends to give the right to reimbursement during a period of five years from the date of the initial investment.

Every notification must be sent by e-mail exclusively to the address aifm_registration@cssf.lu

Notification of temporary surpassing of the relevant threshold

In accordance with Article 4(3) to 4(5) of Delegated Regulation (EU) No 231/2013, when:

  • the total value of the assets under management exceeds the relevant threshold set out in Article 3(2) of the AIFM Law and
  • the relevant AIFM considers that the situation is of a temporary nature

the AIFM shall notify the CSSF without delay of such excess by indicating that the situation is considered to be of a temporary nature. The notification shall include supporting information to justify the AIFM’s assessment of the temporary nature of the situation, including a description of the situation and an explanation of the reasons for considering it temporary.

A situation shall not be considered of a temporary nature if it is likely to last for more than three months.

Three months after the date on which the total value of the assets under management exceeds the relevant threshold, the AIFM shall recalculate the total value of the assets under management in order to:

  • demonstrate that it is below the relevant threshold or
  • to demonstrate to the CSSF that the situation which resulted in the threshold being exceeded has been resolved and that an application for authorisation of the AIFM is not required in accordance with the procedures laid down in the AIFM Law.

Any notification must be sent by e-mail exclusively to the following address: aifm_registration@cssf.lu

Termination of the management of an AIF

The termination of the management of an AIF must be communicated to the CSSF in accordance with Circular CSSF 15/612 using the appropriate form, which can be downloaded from the section “Forms”.

In addition, when terminating the management of an AIF, the manager must spontaneously provide an updated version of the “Registration Form”, submitted at the time of the initial request for registration.

The CSSF must be notified of the termination of the management of an AIF within ten working days following the end of the management of this AIF.

Finally, the manager must also ask the CSSF to be removed from the register of AIFMs, if the termination concerns the last AIF managed by the AIFM.

It is the sole responsibility of each AIFM to provide the CSSF – within the defined time limits – with any information required for the registration and maintenance of the registration, pursuant to Articles 3(2) and 3(3) of the AIFM Law and Delegated Regulation (EU) N° 231/2013.

Documentation

Laws, regulations and directives

Circulars

Other reference texts

Forms

All legal and regulatory documents (including FAQs) can be found in the Regulatory framework section.

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

Last update: 04 May 2020