A Luxembourg fund launch starts with a choice about how the vehicle will operate. The legal form and fund regime, manager, providers, investors and reporting responsibilities must fit together before money is accepted or investments are made.
Formation is therefore one step in the sequence. A partnership can exist before its bank, fund manager, depositary, administrator and investor checks are ready. First closing, the initial admission of investors and their commitments, is reached only when the legal vehicle and its operating arrangements can work as described.
The initial choice between SCSp and RAIF
A plain SCSp is a Luxembourg special limited partnership without legal personality, so it is not a legal person separate from its partners. It is formed by a limited partnership agreement between at least one general partner and one limited partner. The Commercial Companies Law requires publication of a statutory extract containing specified information about the partnership. The remaining terms stay in the private agreement.
An SCSp can also be placed under the reserved alternative investment fund (RAIF) regime. The legal form remains a partnership, but additional fund rules apply. A RAIF is reserved to well-informed investors and must have an authorised external alternative investment fund manager (AIFM), a Luxembourg depositary and an approved statutory auditor. It does not require prior product approval from the Commission de surveillance du secteur financier (CSSF), Luxembourg’s financial supervisor.
| Launch question | Plain SCSp | SCSp under the RAIF regime |
|---|---|---|
| Product framework | No Luxembourg product law unless one is selected | RAIF Law applies |
| CSSF product approval | No | No |
| AIFM route | Registered or authorised route, depending on the facts | Authorised external AIFM required |
| Depositary and statutory audit | Depend on the applicable framework | Required |
| Investor access | Defined by the documents and distribution rules | Well-informed investors only |
The RAIF and plain SCSp comparison develops this choice. For the launch timetable, a RAIF requires more service providers and controls from the outset.
The AIFM decision
A plain SCSp must still be assessed to determine whether it is an alternative investment fund (AIF). A vehicle that raises capital from several investors under a defined investment policy for their benefit will generally fall within the alternative investment fund framework.
The consolidated Luxembourg AIFM Law provides a registered route where total assets managed by the manager do not exceed EUR 100 million, including leverage, which increases investment exposure through borrowing or other arrangements. The threshold rises to EUR 500 million where the portfolios are unleveraged and have no redemption rights exercisable for 5 years after the initial investment in each AIF. The thresholds are assessed across the relevant portfolios managed by the manager.
The registered regime has a narrower scope and does not provide the AIFMD marketing passport to professional investors. This passport allows cross-border distribution under the Alternative Investment Fund Managers Directive, subject to its conditions. A RAIF cannot use the registered regime because the RAIF framework requires an authorised external AIFM. The AIFM route should therefore be selected before the offering and delegation documents are treated as final.
The operating responsibilities
The appointed manager or managers represent the SCSp under the partnership agreement. The general partner may hold that role, but partner status alone does not make it the manager. The AIFM is responsible for the regulated management functions within its mandate. The depositary monitors cash, safeguards assets and verifies ownership within its duties. The administrator maintains the books, investor records and reporting outputs allocated to it.
These providers share information while retaining their separate responsibilities. A valuation can involve portfolio data from the sponsor, review by the AIFM, recording in the accounts by the administrator and oversight evidence for the depositary and auditor. The agreements need to show who prepares, reviews and approves each item.
The general-partner guide explains the vehicle-level governance that remains relevant when an external AIFM has been appointed.
The constitutive documents
The partnership agreement, which sets the partners’ rights and duties, should describe the agreed operating arrangements. The offering document, which explains the proposed investment and its risks, should reflect the same arrangements. The investment policy, decision rights, valuation process, conflicts, delegation, capital calls, distributions and investor reporting cannot be drafted independently from the provider mandates.
Providers should review the documents while changes can still be made. An AIFM may require changes to the wording on delegated work or risks. A depositary may need cash and ownership flows to be described more precisely. The administrator must be able to maintain the proposed investor capital accounts and apply the rules for each class of interests.
Consistent information on ownership and decision-making also supports the anti-money-laundering (AML) checks carried out by the bank and providers before accepting the relationship. Repeated requests may use different templates, but they concern the same sponsor, general partner and control chain.
Formation of a plain SCSp
A plain SCSp is formed by its limited partnership agreement. A notarial deed is not required for the partnership itself. The agreement sets the purpose and duration of the partnership, investors’ commitments and management powers. It also sets the rules for transfers of interests, allocations of profit or loss and distributions.
The general partner must be in place when the partnership is formed so that it can become a party to the agreement. Where it is also appointed manager, it represents the SCSp in that capacity. The statutory extract is then filed and published. Formation does not decide whether the SCSp is an AIF or which management and marketing rules apply.
The bank, signatory rules, investor register, accounting records and capital-call process should be prepared before the partnership begins accepting and deploying capital.
Formation of a RAIF
The consolidated RAIF Law requires the formation of the fund to be recorded in a notarial deed, an official instrument drawn up by a notary, within 5 working days unless the RAIF was formed by notarial deed. The constitution notice must be filed for publication within 15 working days and registration on the official RAIF list must occur within 20 working days. Both periods run from constitution when the fund was formed by notarial deed, or from the notarial recording otherwise.
The authorised AIFM appointment, depositary agreement, auditor mandate, constitutive documents and administration arrangements must be consistent when the RAIF becomes operational. Provider reviews and AIFMD controls still apply even though there is no CSSF product approval stage.
The RAIF must reach the statutory minimum of EUR 1,250,000 within 24 months. For an SCSp, the law refers to the value of the amount constituting partnership interests. Common funds and corporate forms use their respective net-asset or capital tests. The launch plan must distinguish that statutory measure from amounts investors have promised and amounts already requested and paid. The RAIF guide sets out the tests and their starting dates.
First-closing readiness
At first closing, the fund begins accepting investors. The investor must meet the eligibility conditions and complete the applicable AML process. The procedures for subscribing, committing capital and requesting its payment through capital calls must be ready to use. Bank accounts, signing powers and cash controls must be available.
The fund also needs records that can capture commitments, contributions, expenses, investments and allocations from the first transaction. The valuation and accounting policies should match the documents, while the AIFM, administrator, depositary and general partner should have an agreed reporting timetable.
This is the point at which the launch moves from legal drafting to recurring operations. An executed agreement without these controls does not create a complete first-closing process.
The first recurring cycle
After launch, the structure enters a connected calendar of governance, bookkeeping, investor reporting, valuation, AIFM reporting, depositary oversight, tax work and audit. Reporting under the US Foreign Account Tax Compliance Act concerns financial accounts linked to US persons. The Common Reporting Standard provides a separate framework for exchanging financial account information between tax authorities. Both regimes have their own reporting conditions. Updates to beneficial-ownership records follow separate rules.
For an SCSp, the lack of legal personality does not remove the need to consider partner accounts and tax returns. The SCSp accounting guide explains the link between the partnership agreement, capital accounts and the applicable filing form.
Luxembourg fund formation support
To align the vehicle, provider appointments, governance and ongoing Luxembourg obligations before first closing.
Explore fund formation supportFrequently Asked Questions
What determines a Luxembourg fund launch sequence?
The sequence depends on the legal form and fund regime, the manager, the intended investors and markets, the service providers and the fund documents. The structure must also be ready to operate. Forming the entity is one step in the launch.
Can a plain SCSp use a registered AIFM?
Yes, where the vehicle is an AIF and the manager meets the statutory sub-threshold conditions. That route does not provide the AIFMD marketing passport to professional investors and is not available to a RAIF.
What must be ready for first closing?
The constitutive documents, provider mandates, investor acceptance, bank controls, capital-call process, accounting records, valuation approach and reporting responsibilities must operate together.
