LUXEMBOURG Trends and Developments Contributed by: Marcus Peter and Marie-Thérèse Wich, GSK Stockmann SA
vision. Due to the swift and more cost-efficient launch, the RAIF has been among the preferred fund structure types for the setup of AIFs since its introduction in 2016, and is also well-known by foreign fund promot - ers and investors. The Luxembourg legislator regularly reviews the appli - cable provisions for fund structures and aims to adapt them to the current market situation. Accordingly, the Luxembourg fund toolbox has been modernised by the law of 21 July 2023. The amendments include, among others, a decrease in the minimum investment threshold for well-informed investors in RAIFs and SIFs to EUR100,000 (previously EUR125,000) which lowers the barrier to access for these fund products. Limited partnerships and other regimes/forms In addition to the different AIF fund types, Luxem - bourg company law offers company forms that can be organised in accordance with the specific needs of the parties involved (general partners, limited part - ners, etc). Private equity investors and managers have a strong preference for unregulated partnerships, namely the limited partnership ( société en commandite simple SCS) and the specialised limited partnership ( société en commandite spéciale SCSp). Both company types refer to the organisation of partners, with the general partner managing the company as well as the limited partners. The SCSp has no legal personality, is very popular and attracts UK and US investors – as it is similar to the English limited partnership. These com - pany types are tax transparent and can be interesting for tax-exempted investors. AIFs can only be set up in the form of an SCS or SCSp, without the RAIF or SIF structure. In this form, they are more straightforward to set up for private equity fund structures, which have been preferred by private equity investors of late. The SCS and SCSp benefit from the flexible Luxembourg company law, as there are only a few mandatory provisions applicable to these partnerships. Additionally, the SCS and SCSp can be set up under private seal without the involve - ment of a notary. If the partnership shall have several compartments and different investment strategies, the
SCS or SCSp can also be combined with a RAIF or SIF fund structure. As a specific fund type, the European long-term invest - ment fund (ELTIF), based on Regulation (EU) 2015/60, was introduced in 2015. Recently, the ELTIF regime was amended by Regulation (EU) 2023/606 (“ELTIF 2.0”). ELTIFs create opportunities for retail investors to invest in alternative asset classes on a long-term basis, like private equity, venture capital and other real assets. ELTIFs can be combined with either the SIF or RAIF framework, as well as with the Part II Fund structure, which is accessible to all retail investors. The ELTIF 2.0 framework, applicable since January 2024, has made the ELTIF regime more attractive and accessible to investors because the previously applicable provisions have been made more practi - cal. Luxembourg plays an important role in the set-up of ELTIF structures: Luxembourg ELTIFs account for around 64% of the market share of European ELTIFs. As of June 2025, there were around 124 ELTIFs reg - istered in Luxembourg, and more ELTIF projects are in the pipeline. Besides ELTIFs, the European venture capital fund (EuVECA) framework is interesting for venture capital/ private equity investments. European Venture Capital Funds Regulation (EU) No 345/2013 (the “EuVECA Regulation”) provides harmonised requirements for qualified venture capital funds that intend to invest at least 70% of their aggregate capital contributions and uncalled committed capital in assets that are “qualify - ing investments” (EuVECA funds). Luxembourg also hosts several EuVECA funds and EuVECA fund man - agers. Moreover, the SOPARFI ( sociétés de participations financières financial holding company), which is non- regulated, is also used for the holding and financing of private equity investments. Special purpose vehicles that are created and owned by an AIF and hold the target assets are also estab - lished in Luxembourg. International and experienced staff The Grand Duchy of Luxembourg has a population of around 680,000 residents, and an international envi -
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