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Unregulated fund
Unregulated fund in Luxembourg
A special limited partnership (SCSp) is the usual vehicle for an unregulated fund in Luxembourg: no supervision of the vehicle itself, with the alternative investment fund rules applying to its manager where relevant.
Why use a limited partnership for an unregulated fund
Fast launch
Form the fund in days, with no regulatory approval for the vehicle itself in the usual case.
Low entry cost
No minimum capital and no notary for an SCSp, so a small fund remains economical.
Learn more →Open to all investors
No minimum net worth and no professional investor requirement for the partnership itself.
Flexible economics
Waterfalls, carried interest and classes of interests are defined in the agreement.
Want this set up for your project?
Tell us about it and receive a structuring proposal and a fee estimate.
When the partnership stays outside CSSF regulation
A Luxembourg partnership that pools capital under a defined investment policy is an alternative investment fund, and its manager falls under the AIFM law. Below the thresholds of EUR 100 million with leverage, or EUR 500 million without leverage and with no redemption rights for five years, the manager is subject to a lighter registration regime. Above them, a full AIFM authorisation applies. We help you assess where your project stands before you launch.
What does unregulated mean?
An unregulated fund is a vehicle that is not itself authorised and supervised by the CSSF as an investment fund, in contrast with the SIF or the regulated SICAR. An SCSp can be used in this way, with its rules set by the partnership agreement.
The AIFM regime
Where the SCSp raises capital from several investors to invest under a defined policy, it can qualify as an alternative investment fund (AIF) under the law of 12 July 2013. Its manager is then registered or authorised as an AIFM depending on size thresholds: below EUR 100 million with leverage, or EUR 500 million unleveraged with no redemption rights for five years, the manager registers rather than seeking full authorisation. This is assessed at structuring stage, together with the investor base and the marketing.
SCSp, RAIF or SIF
Unregulated SCSp
Light set-up and maximum contractual freedom, with the AIFM rules applying to the manager.
Learn more →RAIF
Reserved alternative investment fund: an AIF with a regulated manager and without CSSF approval of the vehicle.
SIF
Specialised investment fund, supervised by the CSSF, for well-informed investors.
Small investor groups
For a limited group of investors, companies or individuals of any nationality, an unregulated SCSp can be a lean way to pool funds behind a General Partner, for example to finance a first acquisition. The structure is sized to the project, the number of investors and the amount raised.
Typical structure
- SCSp as the fund vehicle
- General Partner company with resident managers
- AIFM or exemption analysis for the manager
- Registered office, accountant, bank and, where relevant, administrator and auditor
Why clients choose us
One point of contact
You deal with one person from the first call to the first accounts, instead of coordinating five advisers.
Fixed fees, agreed in advance
You know the cost before you start. No hourly surprises.
Licensed professionals
Regulated steps are carried out by the licensed professionals in our network.
English and French
We work with international investors and sponsors in both languages.
Clear pricing, from the first call
Indicative prices, then a fixed quote agreed in writing before you start.
SCSp with a UK General Partner
- SCSp agreement, registration and publication
- UK Ltd creation (or your existing UK company)
- 12 months of domiciliation and bank account assistance
Annual services
- Registered office in Luxembourg
- Accounting, annual accounts and tax filings
- General meeting, RCS, RESA and RBE compliance
- Registers and General Partner administration
Final fees depend on the structure, the General Partner route and the number of investors, and are fixed in a written quote. Larger funds are quoted on request. CSSF registration of the GP where required, audit and third-party costs are not included. Full fee details →
How it works
We talk
A free call on your objectives, investors, GP and jurisdictions.
We propose
Structure, GP route, timeline and fixed fees in writing.
We build
Agreement, signature, registration, registered office and bank introduction.
We run it
Accounting, filings, registers and ongoing compliance.
Request a proposal
Tell us about your project and we reply with a structuring proposal and a fee estimate.
Request a proposal