In a common Fund, decisions relating to the day-to-day management are taken by the management company.

In an investment company, decisions relating to the day-to-day management are taken by the Board of directors/managers, or the general partner.

In a common Fund, decisions relating to the day-to-day management are taken by the management company.

In an investment company, decisions relating to the day-to-day management are taken by the Board of directors/managers, or the general partner.

In a common Fund, decisions relating to the day-to-day management are taken by the management company.

In an investment company, decisions relating to the day-to-day management are taken by the Board of directors/managers, or the general partner.

In a common Fund, decisions relating to the day-to-day management are taken by the management company.

In an investment company, decisions relating to the day-to-day management are taken by the Board of directors/managers or the general partner.

Part I of Law of 17 December 2010 relating to undertakings for collective investment.

ALFI Code of Conduct for Luxembourg Investment Funds;
ALFI Code of Conduct guidance, May 2017;
ALFI Code of Conduct guidance, October 2017.

Public limited company: (1) One-tier: 3 directors, (2) Two-tier: 2 members of management board, 3 members of supervisory Board;
Private limited liability company: 3 managers;
Partnership limited by shares: 3 managers or a general partner (whose board is composed of at least 3 members);
Special limited partnership: 3 managers or a general partner (whose board is composed of at least 3 members);
Common limited partnership: 3 managers or a general partner (whose board is composed of at least 3 members);
Cooperative company organised as a public limited company: 3 directors.

In principle there are no requirements with respect to the number of independent directors, however in accordance with the ALFI code of Conduct, Guidance on Director Independence, October 2017 it is recommended to consider the inclusion in the management board of one or more members that are, in the opinion of the management board, independent. 
There is no definition of "independence", however the key guidance is derived from the EU Recommendation of 15 February 2005 on the role of Non-Executive directors of listed companies, which includes in its Annex II a list of objective criteria to consider when assessing independence. The definition has been incorporated into "The X Principles of Corporate Governance of the Luxembourg
Stock Exchange", where it is set out in “Appendix D: Independence Criteria". In the context of the Fund industry, such criteria can largely be applied as they stand, but
in order to ensure substance over form a wider concept of “the company” needs to be applied to
encompass the sponsor group and its employees. Reference to these criteria may assist boards in their
consideration of criteria to adopt for assessing whether board members are independent.
The EU Recommendation views independence primarily through the lens of absence of any material
conflict of interest.

Members of the board must be of sufficiently good repute and have sufficient experience for performing their functions.**

Frequency of Board meetings will differ in accordance with the specific needs
and complexity of each investment Fund or management company (in case of a common Fund), as well as current business needs and conditions (however, board meetings would typically be held at least once a year)

There are in principle no residency (or nationality) requirements for the directors/managers, however the CSSF generally expects to see at least one Luxembourg based director/manager**
 

There are no registration requirements for directors/managers, however a general partner as a legal person must be incorporated and registered with the Luxembourg trade and companies register (RCS)

There are no registration fees for directors/managers

Unable to comment.

Yes.

Members of the Board must be of sufficiently good repute and have sufficient experience for performing their functions.**

The members of the Board are expected to understand the activities of the Fund and devote sufficient time to their role - there is an unofficial limit on number of directorship mandates (20) and total hours p.a. (1,920). 

The Board may create dedicated committees for the fulfillment of its duties; this does not diminish in any way the Board's collective responsibility.

No.

Yes.

N/A

EU Fourth AML Directive - records to be kept for 5 years.

Yes

N/A

− Application form to set up a UCI available on the eDesk portal of the CSSF containing a detailed overview of the vehicle to be set up and of its governing bodies (specific   application documents for directors shall be provided in order to evidence their experience and good standing);
− Draft constitutional documents: management regulations (common Funds) or articles of incorporation (investment companies in the corporate form) or partnership  agreement (if common or special limited partnership);
− Draft version of the prospectus / offering memorandum;
− Draft key investor information (KII) for UCITS;
− Draft service provider contracts (depositary, central administration, domiciliation agent, management company/AIFM agreement, investment advisory, etc.);
− Written confirmation from auditor;
− AML/CFT market entry form.

(1) Determination of the key features of the investment vehicle; (2) filing of the application file with the CSSF via eDesk; (3) CSSF formal approval; (4) incorporation/ establishment and launch; and (5) first closing.

Review of intial application:
- EUR 4,000 for a standalone structure
- EUR 8,000 for an umbrella structure (this figure may raise to EUR 15,000 for a self-managed structure regardless of sub-Funds)

− Initial submission of the request for approval of the amendments, together with the necessary documents;
− Acknowledgement of receipt of the amendments file by the CSSF;
− Transmission of comments and possible further requests of information after initial examination by the CSSF;
− Completion of examination phase;
− Submission of final version of required documents;
− Record of the amendments after entry into force and issuance by the CSSF of an official letter.

Service provider fees depend on the structure and operational model of the investment vehicle. They can range from limited amounts (where most tasks are performed internally) to high amounts (where investment vehicles require special expertise and outsourcing). Typical servce provider costs would consist of:
− Management company/AIFM costs (unless the investment Fund is self-managed);
− Depositary costs;
− Central administration costs;
− Auditor costs.
Fees for other (not mandatorily required) service providers include; (i) legal and tax advisor costs; (ii) investment management/advisory costs; (iii) independent evaluator costs; (iv) prime brokerage costs, etc.

Shares (for investment companies in the corporate form);
Units (for common Funds);
Limited partnership interests (for common and special limited partnerships).

− No limit of maximum number of shareholders or unitholders;
− No minimum number of shareholders or unitholders;
− No minimum investment by a shareholder or unitholder;
− A feeder UCITS must invest at least 85% of its assets in a master UCITS.

FCP, SICA/F: EUR 1,250,000 to be reached no later then 6 months following the authorisation by the CSSF;
Self managed SICAV/F: EUR 300,000 at the date of authorisation and EUR 1,250,000 within 6 months following its authorisation.

Yes.

Yes.

Full legal segregation of assets and liabilities between sub-Funds.

Yes, no limitation and possibility to design and distinguish each share class with respect to applicable fee structures, rights to distribution of dividends, etc.

Liability of unitholders limited to their contribution (for common Funds);
Liability of shareholders limited to their contribution (for investment companies in the corporate form);
General partner(s) is/are jointly and severally liable for the partnership's commitments and limited partner(s) is/are not liable beyond their contribution (for investment companies in the form of common limited partnership and special limited partnership).

A civil liability claim against directors of a company can be made inter alia by the company and one or several shareholders of the company holding 10% of the securities entitled to vote at the General Meeting that resolved on the quitus given to the director whose liability is sought (available only to shareholders of a public limited liability company) in case of (i) Misconduct of management, or (ii) Violation of the Law of 10 August 1915 on commercial companies, as amended (the Companies Act) or the Articles.

The director’s liability for misconduct of management towards the company originates from the contractual relationship between the director and the company and is only applicable to members of the management body contractually mandated by the company, as opposed to de facto directors, who lack the contractual link.
In order for a claim for misconduct of management to be successful, the plaintiff must deliver proof of:
(i) a clear breach of contract by the director, by way of management acts or omissions deviating from the behaviour of a normally prudent director;
(ii) the loss suffered; and 
(iii) a causal link between the contractual breach and the loss

Directors who form part of the management body of the company are jointly and severally liable, towards both the company and third parties, for losses resulting from the violation of the Companies Act and the articles of association of a company (the Articles), again based on their contractual relationship with the company. A director may be personally relieved of his, her or its liability if he, she, or it proves that he, she, or it did not take part in the alleged breach and that he, she, or it reported such violation to the first general meeting after he, she, or it acquired knowledge thereof.

Directors are further liable towards the company and third parties for any fault or negligence causing damage to the company or third parties (general tort liability). In addition the Companies Act lists certain criminal offences for which the directors of a company can be held liable.

A civil liability claim against directors of a company can be made inter alia by the company and one or several shareholders of the company holding 10% of the securities entitled to vote at the General Meeting that resolved on the quitus given to the director whose liability is sought (available only to shareholders of a public limited liability company) in case of (i) Misconduct of management, or (ii) Violation of the Law of 10 August 1915 on commercial companies, as amended (the Companies Act) or the Articles.

The director’s liability for misconduct of management towards the company originates from the contractual relationship between the director and the company and is only applicable to members of the management body contractually mandated by the company, as opposed to de facto directors, who lack the contractual link.
In order for a claim for misconduct of management to be successful, the plaintiff must deliver proof of:
(i) a clear breach of contract by the director, by way of management acts or omissions deviating from the behaviour of a normally prudent director;
(ii) the loss suffered; and 
(iii) a causal link between the contractual breach and the loss

Directors who form part of the management body of the company are jointly and severally liable, towards both the company and third parties, for losses resulting from the violation of the Companies Act and the articles of association of a company (the Articles), again based on their contractual relationship with the company. A director may be personally relieved of his, her or its liability if he, she, or it proves that he, she, or it did not take part in the alleged breach and that he, she, or it reported such violation to the first general meeting after he, she, or it acquired knowledge thereof.

Directors are further liable towards the company and third parties for any fault or negligence causing damage to the company or third parties (general tort liability). In addition the Companies Act lists certain criminal offences for which the directors of a company can be held liable.

A civil liability claim against directors of a company can be made inter alia by the company and one or several shareholders of the company holding 10% of the securities entitled to vote at the General Meeting that resolved on the quitus given to the director whose liability is sought (available only to shareholders of a public limited liability company) in case of (i) Misconduct of management, or (ii) Violation of the Law of 10 August 1915 on commercial companies, as amended (the Companies Act) or the Articles.

The director’s liability for misconduct of management towards the company originates from the contractual relationship between the director and the company and is only applicable to members of the management body contractually mandated by the company, as opposed to de facto directors, who lack the contractual link.
In order for a claim for misconduct of management to be successful, the plaintiff must deliver proof of:
(i) a clear breach of contract by the director, by way of management acts or omissions deviating from the behaviour of a normally prudent director;
(ii) the loss suffered; and 
(iii) a causal link between the contractual breach and the loss

Directors who form part of the management body of the company are jointly and severally liable, towards both the company and third parties, for losses resulting from the violation of the Companies Act and the articles of association of a company (the Articles), again based on their contractual relationship with the company. A director may be personally relieved of his, her or its liability if he, she, or it proves that he, she, or it did not take part in the alleged breach and that he, she, or it reported such violation to the first general meeting after he, she, or it acquired knowledge thereof.

Directors are further liable towards the company and third parties for any fault or negligence causing damage to the company or third parties (general tort liability). In addition the Companies Act lists certain criminal offences for which the directors of a company can be held liable.

A civil liability claim against directors of a company can be made inter alia by the company and one or several shareholders of the company holding 10% of the securities entitled to vote at the General Meeting that resolved on the quitus given to the director whose liability is sought (available only to shareholders of a public limited liability company) in case of (i) Misconduct of management, or (ii) Violation of the Law of 10 August 1915 on commercial companies, as amended (the Companies Act) or the Articles.

The director’s liability for misconduct of management towards the company originates from the contractual relationship between the director and the company and is only applicable to members of the management body contractually mandated by the company, as opposed to de facto directors, who lack the contractual link.
In order for a claim for misconduct of management to be successful, the plaintiff must deliver proof of:
(i) a clear breach of contract by the director, by way of management acts or omissions deviating from the behaviour of a normally prudent director;
(ii) the loss suffered; and 
(iii) a causal link between the contractual breach and the loss

Directors who form part of the management body of the company are jointly and severally liable, towards both the company and third parties, for losses resulting from the violation of the Companies Act and the articles of association of a company (the Articles), again based on their contractual relationship with the company. A director may be personally relieved of his, her or its liability if he, she, or it proves that he, she, or it did not take part in the alleged breach and that he, she, or it reported such violation to the first general meeting after he, she, or it acquired knowledge thereof.

Directors are further liable towards the company and third parties for any fault or negligence causing damage to the company or third parties (general tort liability). In addition the Companies Act lists certain criminal offences for which the directors of a company can be held liable.

A civil liability claim against directors of a company can be made inter alia by the company and one or several shareholders of the company holding 10% of the securities entitled to vote at the General Meeting that resolved on the quitus given to the director whose liability is sought (available only to shareholders of a public limited liability company) in case of (i) Misconduct of management, or (ii) Violation of the Law of 10 August 1915 on commercial companies, as amended (the Companies Act) or the Articles.

The director’s liability for misconduct of management towards the company originates from the contractual relationship between the director and the company and is only applicable to members of the management body contractually mandated by the company, as opposed to de facto directors, who lack the contractual link.
In order for a claim for misconduct of management to be successful, the plaintiff must deliver proof of:
(i) a clear breach of contract by the director, by way of management acts or omissions deviating from the behaviour of a normally prudent director;
(ii) the loss suffered; and 
(iii) a causal link between the contractual breach and the loss

Directors who form part of the management body of the company are jointly and severally liable, towards both the company and third parties, for losses resulting from the violation of the Companies Act and the articles of association of a company (the Articles), again based on their contractual relationship with the company. A director may be personally relieved of his, her or its liability if he, she, or it proves that he, she, or it did not take part in the alleged breach and that he, she, or it reported such violation to the first general meeting after he, she, or it acquired knowledge thereof.

Directors are further liable towards the company and third parties for any fault or negligence causing damage to the company or third parties (general tort liability). In addition the Companies Act lists certain criminal offences for which the directors of a company can be held liable.

A civil liability claim against directors of a company can be made inter alia by the company and one or several shareholders of the company holding 10% of the securities entitled to vote at the General Meeting that resolved on the quitus given to the director whose liability is sought (available only to shareholders of a public limited liability company) in case of (i) Misconduct of management, or (ii) Violation of the Law of 10 August 1915 on commercial companies, as amended (the Companies Act) or the Articles.

The director’s liability for misconduct of management towards the company originates from the contractual relationship between the director and the company and is only applicable to members of the management body contractually mandated by the company, as opposed to de facto directors, who lack the contractual link.
In order for a claim for misconduct of management to be successful, the plaintiff must deliver proof of:
(i) a clear breach of contract by the director, by way of management acts or omissions deviating from the behaviour of a normally prudent director;
(ii) the loss suffered; and 
(iii) a causal link between the contractual breach and the loss

Directors who form part of the management body of the company are jointly and severally liable, towards both the company and third parties, for losses resulting from the violation of the Companies Act and the articles of association of a company (the Articles), again based on their contractual relationship with the company. A director may be personally relieved of his, her or its liability if he, she, or it proves that he, she, or it did not take part in the alleged breach and that he, she, or it reported such violation to the first general meeting after he, she, or it acquired knowledge thereof.

Directors are further liable towards the company and third parties for any fault or negligence causing damage to the company or third parties (general tort liability). In addition the Companies Act lists certain criminal offences for which the directors of a company can be held liable.

Yes.

Yes, any natural person, who ultimately owns or controls a legal entity through direct or indirect ownership of a sufficient percentage of the shares or voting rights of ownership interest in that entity. The AML Law indicates in this respect that a participation of 25% in the given entity shall be an indication of direct ownership. Information on the ultimate beneficiaries must be made available under the register of beneficial owners.

− Annual subscription tax of 0.05% of the NAV unless a reduced rate of 0.01% or exemption applies;
− No withholding tax (WHT) on dividends paid.

Yes, except for investment companies in the form of public limited liability companies (sociétés anonyme).

Subject to prior CSSF approval.

Audited annual financial statements;
Unaudited semi-annual financial statements.

Unitholders' meetings are not manadatory for a common Fund;
At least one meeting of shareholders must be held annually for investment companies in the corporate form;*****
There are no legal requirements to hold an annual general meeting of partners for investment companies in the form of common or special limited partnerships.

− Details of the investment Fund (corporate purpose, registered office, denomination, duration, names of the directors/managers/general partner(s) and their signing authority) must be filed with (and will published by) the RCS;
− For investment companies in the corporate, form the complete deed of incorporation. For common and special limited partnership, an extract of the partnership agreements including the main details (corporate purpose, denomination, duration, etc.);
− In case of a private limited liability company (S.à r.l.), the names of shareholders must be filed with (and will published by) the RCS;
− Annual financial statments must be filed with (and will published by) the RCS for investment companies, except for special limited partnerships.

During the life of the investment Fund a number of filings (depending on the legal form) must be made with the RCS, such as:
− Subsequent amendments to the constitutive documents;
− Information on the appointment of managers/directors, transfers of managerial duties (if applicable) their deaths;
− Information on liquidators, where applicable;
− Certain legal decisions;
− Information on the dissolution of the investment Fund, where applicable.

− Details of the investment Fund (corporate purpose, registered office, denomination, duration, names of the directors/managers/general partner(s) and their signing authority) must be filed with (and will published by) the RCS;
− For investment companies in the corporate, form the complete deed of incorporation. For common and special limited partnership, an extract of the partnership agreements including the main details (corporate purpose, denomination, duration, etc.);
− In case of a private limited liability company (S.à r.l.), the names of shareholders must be filed with (and will published by) the RCS;
− Annual financial statments must be filed with (and will published by) the RCS for investment companies, except for special limited partnerships.

During the life of the investment Fund a number of filings (depending on the legal form) must be made with the RCS, such as:
− Subsequent amendments to the constitutive documents;
− Information on the appointment of managers/directors, transfers of managerial duties (if applicable) their deaths;
− Information on liquidators, where applicable;
− Certain legal decisions;
− Information on the dissolution of the investment Fund, where applicable.

− Details of the investment Fund (corporate purpose, registered office, denomination, duration, names of the directors/managers/general partner(s) and their signing authority) must be filed with (and will published by) the RCS;
− For investment companies in the corporate, form the complete deed of incorporation. For common and special limited partnership, an extract of the partnership agreements including the main details (corporate purpose, denomination, duration, etc.);
− In case of a private limited liability company (S.à r.l.), the names of shareholders must be filed with (and will published by) the RCS;
− Annual financial statments must be filed with (and will published by) the RCS for investment companies, except for special limited partnerships.

During the life of the investment Fund a number of filings (depending on the legal form) must be made with the RCS, such as:
− Subsequent amendments to the constitutive documents;
− Information on the appointment of managers/directors, transfers of managerial duties (if applicable) their deaths;
− Information on liquidators, where applicable;
− Certain legal decisions;
− Information on the dissolution of the investment Fund, where applicable.

− Details of the investment Fund (corporate purpose, registered office, denomination, duration, names of the directors/managers/general partner(s) and their signing authority) must be filed with (and will published by) the RCS;
− For investment companies in the corporate, form the complete deed of incorporation. For common and special limited partnership, an extract of the partnership agreements including the main details (corporate purpose, denomination, duration, etc.);
− In case of a private limited liability company (S.à r.l.), the names of shareholders must be filed with (and will published by) the RCS;
− Annual financial statments must be filed with (and will published by) the RCS for investment companies, except for special limited partnerships.

During the life of the investment Fund a number of filings (depending on the legal form) must be made with the RCS, such as:
− Subsequent amendments to the constitutive documents;
− Information on the appointment of managers/directors, transfers of managerial duties (if applicable) their deaths;
− Information on liquidators, where applicable;
− Certain legal decisions;
− Information on the dissolution of the investment Fund, where applicable.

− Details of the investment Fund (corporate purpose, registered office, denomination, duration, names of the directors/managers/general partner(s) and their signing authority) must be filed with (and will published by) the RCS;
− For investment companies in the corporate, form the complete deed of incorporation. For common and special limited partnership, an extract of the partnership agreements including the main details (corporate purpose, denomination, duration, etc.);
− In case of a private limited liability company (S.à r.l.), the names of shareholders must be filed with (and will published by) the RCS;
− Annual financial statments must be filed with (and will published by) the RCS for investment companies, except for special limited partnerships.

During the life of the investment Fund a number of filings (depending on the legal form) must be made with the RCS, such as:
− Subsequent amendments to the constitutive documents;
− Information on the appointment of managers/directors, transfers of managerial duties (if applicable) their deaths;
− Information on liquidators, where applicable;
− Certain legal decisions;
− Information on the dissolution of the investment Fund, where applicable.

− Details of the investment Fund (corporate purpose, registered office, denomination, duration, names of the directors/managers/general partner(s) and their signing authority) must be filed with (and will published by) the RCS;
− For investment companies in the corporate, form the complete deed of incorporation. For common and special limited partnership, an extract of the partnership agreements including the main details (corporate purpose, denomination, duration, etc.);
− In case of a private limited liability company (S.à r.l.), the names of shareholders must be filed with (and will published by) the RCS;
− Annual financial statments must be filed with (and will published by) the RCS for investment companies, except for special limited partnerships.

During the life of the investment Fund a number of filings (depending on the legal form) must be made with the RCS, such as:
− Subsequent amendments to the constitutive documents;
− Information on the appointment of managers/directors, transfers of managerial duties (if applicable) their deaths;
− Information on liquidators, where applicable;
− Certain legal decisions;
− Information on the dissolution of the investment Fund, where applicable.