LUXEMBOURG Law and Practice Contributed by: Claudia Hoffmann, Daniel Krauspenhaar, Stefanie Samosny and Sascha Wiemann, Luther
2.3 Disclosure/Reporting Requirements Offering Document For regulated Luxembourg AIFs and RAIFs, an offering document (also called a private placement memoran - dum) must be made available to investors. This docu - ment must contain all necessary information for inves - tors to make an informed investment decision. Among others, the offering document must contain sustain - ability-related risk disclosures pursuant to Regulation (EU) 2019/2088 (SFDR). The offering documentation must be kept up to date while AIFs are open for inves - tor subscriptions. If the AIFs are marketed to non- professional investors, a Key Information Document for Packaged Retail and Insurance-Based Investment Products (PRIIPs KID) is also required. The offering documentation of regulated AIFs is sub - ject to prior CSSF approval and ongoing supervision; any material amendments are subject to prior CSSF approval. For unregulated SCSps, there are no specific statutory disclosure requirements unless they qualify as an AIF, in which case specific AIFMD disclosure requirements Regulated vehicles are subject to certain reporting obligations to the CSSF for statistical and oversight purposes, such as particular anti-money laundering and combating terrorism financing (AML/CTF) report - ing – eg, the self-assessment questionnaire, a sepa - rate report and management letter, and the monthly U 1.1 report based on CSSF Circular 21/790 and CSSF Circular 15/627, as amended by CSSF Circu - lar 25/871. Additionally, Luxembourg AIFs managed by an authorised AIFM will be (indirectly) subject to AIFMD Annex IV reporting to the CSSF. Public Availability While the offering documents and reporting must generally be made available to investors, they are not usually published publicly. However, certain informa - tion may be accessible on the official website of the CSSF, such as the AIF’s regulatory status or its CSSF number. Furthermore, specific transparency rules may apply if an AIF is listed or otherwise admitted on a regulated market. may apply. Reporting
otherwise agreed between the partners, unregulated AIFs are not subject to any investment restrictions nor to risk-spreading requirements. Where these funds qualify as AIFs within the meaning of the AIFMD and seek to benefit from the EEA AIFM marketing passport, they must appoint an authorised external AIFM. Alternatively – and frequently used by start-up fund managers and venture capital structures – the AIFs may appoint a registered AIFM (a so-called de-minimis AIFM), which must remain below certain thresholds and is subject to only limited reporting requirements; such structures are generally more flexible and offer the additional advantage of reduced costs. ELTIFs ELTIFs are regulated funds designed to facilitate long- term investment in various sectors and contribute to the financing of the real economy, including towards investments that promote the European Green Deal and other priority areas that are aligned with the EU’s objective of smart, sustainable and inclusive growth. Governed by the amended Regulation (EU) 2015/760 of the European Parliament and of the Council of 29 April 2015 on European long-term investment funds, they combine investor protection with support for sus - tainable growth. The ELTIF may be offered to retail and professional investors, impose diversification and leverage limits, and typically feature longer lock-up periods due to the illiquid nature of its assets. Luxem - bourg ELTIFs are subject to authorisation and super - vision by the CSSF. The ELTIF is an additional layer that can be applied to any regulated and unregulated Luxembourg collective investment scheme (except for UCITS). Time to Market The time to market differs between the various regimes. Unregulated AIFs can be established under private seal within a few weeks, while regulatory approval for more regulated vehicles can take several months (often around two to six months, depending on complexity). Approval times for ELTIFs are gener - ally shorter.
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