LUXEMBOURG Law and Practice Contributed by: Claire-Marie Darnand, Victorien Hémery, Johan Léonard, Benjamin Marthoz and Tom Storck, Stibbe
• the partnership limited by shares; and • the common and special limited partnerships. The civil company ( société civile ) is also very occasionally used to acquire and hold real estate assets, but cannot be used for repeated speculative real estate operations. Therefore, it appears to be of lesser interest to investors. Luxembourg also offers a wide range of flexible and efficient investment fund regimes, which are of particular interest to real estate asset manag - ers who are willing to raise capital from investors with a view to acquiring real estate assets: • UCIs subject to part II of the Law of 17 December 2010 on undertakings for collec - tive investment (UCIs Part II): (a) are undertakings for collective investment open to retail investors subject to the ongoing supervision of the Luxembourg Supervisory Authority for the Financial Sector ( Commission de Surveillance du Secteur Financier – CSSF); (b) may invest in any type of real estate as - sets and pursue any real estate strategy, but are subject to strict diversification requirements; and (c) may be established as standalone structures or with multiple compartments under a corporate form – an investment company with variable or fixed share capital (SICAV or SICAF) in any of the legal forms mentioned above or under a contractual form (common fund – fonds commun de placement ). investment subject to the ongoing super - vision of the CSSF, but are restricted to well-informed investors; (b) may invest in any type of real estate asset • SIFs: (a) qualify as undertakings for collective
and pursue any real estate strategy, and are subject to less stringent diversification requirements than apply to UCIs Part II; and (c) may be established as standalone structures or with multiple compartments under a corporate or contractual form. • SICARs: (a) are investment companies restricted to well-informed investors, subject to the ongoing supervision of the CSSF; (b) are not subject to any risk diversification requirements but may only invest in “risk capital” qualifying assets – ie, character - ised by the concurrent gathering of two elements, namely a high risk and an inten - tion to develop a project (value creation); (c) may not hold real estate directly but may invest indirectly via entities that hold or invest in real estate assets representing risk capital characteristics (private equity real estate) and may contribute capital to real estate companies; (d) would not be permitted to pursue Core/ Core+ strategies, as the purpose of SIC - ARs shall, in any case, be to bring about a development (ie, the creation of added value) at the level of the underlying real estate assets; and (e) may only be established under a corpo - rate form, with either a variable or fixed share capital. • RAIFs: (a) are not subject to the ongoing supervi - sion of the CSSF but have to be either internally managed or managed by a duly authorised external alternative invest - ment fund manager in accordance with the AIFMD so as to offer a certain level of protection to investors through the indirect supervision of the investment management of the RAIF;
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