On 23 August 2023, the Luxembourg Business Register (hereinafter "LBR") issued circular 16/02 (the "Circular") aiming to provide certain clarifications regarding the steps to be taken with the LBR, following the entry into force of the law of 23 July 2016 on reserved alternative investment funds (the “RAIF Law”). The Circular has been updated further to the entry into force of the law of 21 July 2023 modernizing the toolbox for Luxembourg funds, which updated, inter alia, the RAIF Law (the "Modernisation Law"). The Circular cancels and replaces the circular of 3 August 2016.
The Circular in a nutshell
- Registration of reserved alternative investment funds: The Circular specifies the information to be provided so that reserved alternative investment funds ("RAIF") can be registered in the Trade and Companies Register (“RCS”) in the legal form adopted at the time of their incorporation, and in the relevant section.
- Publication of the notice of incorporation of the RAIF: It is worth to remind that the Modernisation Law abolishes the need to draw up a constat de constitution with a notary for RAIFs established by notarial deed (which is always the case for public limited liability companies (sociétés anonymes), private limited liability companies (sociétés à responsabilité limité) and partnerships limited by shares (sociétés en commandite par actions). Such constat de constitution remains necessary only for RAIFs established under private seal.
- Registration of RAIFs with the LBR: The Circular specifies that all RAIFs, whatever their legal form, shall request their registration on a list maintained by the LBR in accordance with paragraph (3) of Article 34 of the RAIF Law.
Pursuant to Article 11bis of the amended Grand-Ducal regulation of 23 January 2003 implementing the law of 19 December 2002 on the RCS, registration is to be made on paper, by sending a registered letter to LBR.
This letter must contain the following information:
- the name and address of the RAIF;
- the name of the management company of the RAIF;
- the date of incorporation of the RAIF (in the case of incorporation by notarial deed) or the date of notarization of its incorporation (in the case of incorporation by private deed).
Any change to the information on the above list shall be notified to the LBR by registered letter.
Share on
