Authorisation of an investment fund

General considerations

A regulated investment fund shall, in order to carry out its activities in Luxembourg, be previously authorised by the CSSF pursuant to:

  • Article 129 of the Law 17 December 2010 for an undertaking for collective investment in transferable securities (hereafter "UCITS") or an undertaking for collective investment (hereafter "UCI"),
  • Article 42 of the Law 13 February 2007 for a specialised investment fund (hereafter "SIF"),
  • Article 12 of the Law 15 June 2004 relating for an investment company in risk capital (hereafter "SICAR").

An investment fund set up as a UCITS, a UCI, a SIF or a SICAR shall be authorised only if the CSSF has approved the articles of incorporation (corporate form), or the management regulations (contractual form of a common fund – except for the SICAR), and the choice of the depositary.

 
In addition, a UCITS, a UCI or a SIF set up in contractual form (common fund) shall only be authorised by the CSSF if the CSSF has approved the application of the management company to manage that common fund. A UCITS, a UCI or a SIF 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 that investment fund.

 
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 an investment fund is entered on the official list referred to in Article 130(1) for UCITS and UCI, in Article 43(1) for SIF and in Article 12(1) for SICAR 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 (see the below menus) provide practical guidance for interested parties wishing to:

  • launch a new investment fund not yet registered on the official list (including the transformation 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 do vary depending on the concerned approval process.

 
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 opc@cssf.lu or by phone on (+352) 26 251- 2251 (helpdesk).