Full title: A442 : Loi du 21 juillet 2023 portant modification de : 1° la loi modifiée du 15 juin 2004 relative à la société d’investissement en capital à risque (SICAR) ; 2° la loi modifiée du 13 février 2007 relative aux fonds d’investissement spécialisés ; 3° la loi modifiée du 17 décembre 2010 concernant les organismes de placement collectif ; 4° la loi modifiée du 12 juillet 2013 relative aux gestionnaires de fonds d’investissement alternatifs ; 5° la loi modifiée du 23 juillet 2016 relative aux fonds d’investissement alternatifs réservés.
The Law of 21 July 2023 introduces significant changes to several laws related to investments and investment funds in Luxembourg:
The changes made to the SICAR Law primarily focus on refining the definitions and requirements related to SICAR operations and oversight. Notable updates include adjusting the definition of „investisseur professionnel,“ lowering the minimum investment threshold, and specifying appraisal requirements by financial institutions. The amendments also address the delegation of certain functions to third parties and introduce stricter rules regarding the issuance and redemption of securities during specific circumstances. Additionally, the text outlines procedural changes concerning liquidation, supervision, and compliance reporting for SICARs. The revisions aim to strengthen the regulatory framework and ensure the stability and integrity of SICAR operations in Luxembourg.
Amendments made to the SIF Law include the addition of references to the Directive 2014/65/EU concerning financial markets in Article 2, paragraph 1 of the law. There are also alterations to the requirements for investors to qualify for specialized investment funds. Notably, individuals must now obtain certification from certain financial institutions to demonstrate their expertise in evaluating such investments adequately. Additionally, the amendments update various articles concerning the responsibilities of depositaries and the procedures for fund liquidation. Several timeframes and reporting requirements have been extended or adjusted. Moreover, the types of funds eligible for tax exemption have been specified and revised.
Changes made to the UCI Law include provisions for the replacement of the depositary and the protection of the interests of unit holders. Requirements for the appointment of a management company and the responsibilities of its directors are outlined. Conditions for the liquidation of an investment fund and the role of the CSSF in this process are specified, and guidelines for the preparation and distribution of annual accounts and reports are provided. Of note, Article 54 amends Article 102 of the UCI Law to require funds to be invested in liquid or easily convertible short-term assets without speculative positions. Members of the management body must demonstrate the necessary integrity and experience. Of special interest is also Article 69, amending Article 175 of the UCI Law to provide tax exemptions for parts in other taxed investment schemes when their value is separately declared in periodic statements. Short-term monetary funds under EU Regulation 2017/1131 are eligible for exemption. Specific savers and securities under EU Regulations 2019/1238 and Regulation 2015/760 are granted extended tax exemptions. UCIs must declare eligible asset values separately to qualify for these exemptions.
Modifications were also made to the existing AIFM Law. The changes involve updating references to EU Directives and introducing new points to define key terms. Additionally, it establishes procedures for non-judicial liquidation and allows fund managers to utilize tied agents. The law grants authority to CSSF over fund managers‘ withdrawal from lists and liquidation processes. Moreover, it addresses provisions for fund commercialization. These amendments aim to enhance regulatory oversight and clarity in the management of alternative investment funds.
Finally, several amendments were made to the RAIF Law. The key changes include updates to the definition of „investisseur professionnel“ to include references to „Directive 2014/65/UE.“ Investment thresholds are adjusted, reducing the limit to „100.000 euros“ from „125.000 euros.“ Certain references to „directive 2004/39/CE“ are replaced with „directive 2014/65/UE.“ Timeframes for various activities are extended from „douze mois“ to „vingt-quatre mois.“ Additional conditions are imposed on SICAVs, prohibiting issuance and redemption under specific circumstances. The amendments also introduce provisions for funds formed by acte notarié and modify tax exemptions. A new chapter is added to address fund commercialization in Luxembourg, and a transitional provision extends the applicability of certain provisions to existing funds. These amendments aim to enhance the regulation and functioning of reserved alternative investment funds in Luxembourg.
