Scope and execution
Luxembourg fund formation, from GP setup to annual close
An SCSp or RAIF launch is a structure plus an operating rhythm. GP incorporation, AIFM and depositary coordination, Lux GAAP accounts and tax filings have to work together from the first closing onwards.
Discuss your fund projectThe fund layer and the deal layer are different mandates
This page covers the fund level. Deal-side SPVs have their own service path.
View all servicesFund-level work concerns the vehicle investors subscribe into and the sponsor entities around it. For the deal-side layer below the fund — acquisition SPVs, HoldCos and post-closing execution — the natural path is the dedicated Private Equity SPV services page.
The reference reading for the fund layer starts with the Luxembourg SCSp as the default partnership form, and the RAIF as the dominant wrapper for new private equity and venture strategies. The manager side runs through the AIFM regime — registered versus authorised, and the AIFMD II framework — and the third-party AIFM route when the launch needs a platform rather than a proprietary authorised manager. It also runs through the general partner of a Luxembourg SCSp for the GP's own form, capital and economics.
On the tax side, carried interest taxation in Luxembourg frames the team's economics under the 2026 regime, and the reverse hybrid rules are the compliance point every SCSp with international investors should monitor.
Which entities does a Luxembourg fund launch involve?
A fund raise is never a single company. The practical perimeter usually includes several Luxembourg entities with distinct obligations.
The fund vehicle: SCSp or SCA
The partnership investors subscribe into. Contractual flexibility through the LPA, no legal personality for the SCSp, and a municipal business tax safe harbour when the AIF conditions are met.
Investor-facing vehicleThe RAIF wrapper where it fits
A recognised fund regime with umbrella compartments and subscription tax, reserved for well-informed investors and requiring an authorised external AIFM from launch.
Fund regimeThe general partner entity
Usually a dedicated SARL. Form, capital, governance and the GP's stake are structural choices with tax consequences — including the safe harbour thresholds.
Sponsor sideCarry and team vehicles
Carried interest entities and team co-investment vehicles sit next to the GP and deserve the same accounting and governance discipline as the fund itself.
Team economicsThe AIFM decision
Registered AIFM below the thresholds, own authorised AIFM, or a third-party AIFM platform: the choice drives cost, timeline, passporting and substance for the whole structure.
Regulatory anchorService provider bench
Depositary, fund administrator, auditor and legal counsel each carry a regulated role. The structure works when their outputs reconcile with the books and the filings.
CoordinationWhat the support covers around the fund
Regulated roles stay with licensed providers. The value here is the Luxembourg corporate, accounting and tax execution around them.
Structuring support and entity setup
Incorporation of the GP and sponsor entities, coordination with counsel on the fund documents, RCS and RBE formalities, and a realistic launch timetable.
Learn moreDomiciliation and registered office
Registered office for GP, carry and co-investment vehicles under a controlled local framework, with registers and statutory follow-through.
Learn moreLux GAAP accounting for sponsor entities
Bookkeeping and annual accounts for the GP and carry vehicles, capital call and distribution entries, and reconciliation with the fund administrator's records.
Learn moreTax compliance and monitoring
CIT, MBT and NWT returns, subscription tax where relevant, reverse hybrid monitoring for the SCSp, and withholding questions on distributions.
Learn moreAIFM, depositary and administrator coordination
Practical alignment between the AIFM's oversight, the administrator's NAV work, the depositary's controls and the Luxembourg statutory accounts.
Ongoing governance and lifecycle
Board documentation, annual approvals, RESA publications, KYC refreshes and clean records from first closing through to wind-down.
Typical fund launch situations
The Luxembourg workstream looks different depending on where the sponsor starts from.
First-time fund, EU sponsor
- SCSp with registered AIFM
- GP incorporation and capital
- Lean cost base at launch
- Upgrade path kept open
Non-EU sponsor raising in Europe
- SCSp or RAIF with third-party AIFM
- Passport or NPPR route clarified
- Substance expectations mapped
- Local execution partner
Deal-by-deal to fund transition
- Existing SPVs kept in order
- Fund vehicle added above
- Carry structure formalised
- Consistent accounting across layers
Established platform, next vintage
- Successor fund setup
- Compartment or parallel vehicles
- Provider bench reviewed
- Reporting calendar consolidated
Discuss a Luxembourg fund project
A short conversation usually clarifies the realistic wrapper, the AIFM route and the annual budget before any commitment.
Frequently asked questions
Fund formation support in Luxembourg
01 Do I need a RAIF, or is a plain SCSp enough for a first fund?
Many first-time managers launch with an unregulated SCSp: faster, cheaper, and sufficient for a small circle of professional investors. The RAIF adds a recognised fund wrapper with an umbrella option, but requires an authorised external AIFM from day one. The right answer depends on investor expectations, target size and distribution plans — not on a default template.
02 Do you replace the AIFM, depositary or fund administrator?
No. Those are regulated roles that stay with licensed providers. The support covers the Luxembourg corporate and financial layer around them: GP and carry vehicle setup, accounting, tax compliance and coordination, so that the structure the lawyers designed actually runs cleanly year after year.
03 What does a Luxembourg fund structure cost to run each year?
The realistic budget covers the AIFM (registered or third-party authorised), fund administration, depositary where required, audit, tax compliance, domiciliation and the GP's own accounts. It varies widely with the wrapper and strategy. A serious launch plan prices the full annual cycle before the first closing, not just the setup invoices.
04 Can a non-EU manager sponsor a Luxembourg fund?
Yes, and it is common: a Luxembourg SCSp or RAIF with a third-party authorised AIFM is the standard route for US and UK sponsors raising European capital. Marketing then runs under the AIFMD passport through the AIFM, or under national private placement regimes depending on the setup.