LUXEMBOURG Law and Practice Contributed by: Claire-Marie Darnand, Victorien Hémery, Johan Léonard, Benjamin Marthoz and Tom Storck, Stibbe
exercise of certain rights of shareholders in listed companies.
seur d’entreprises agréé ). The appointment of an approved statutory auditor is compulsory under Luxembourg law for public limited liability companies, partnerships limited by shares and private limited liability companies, and also for common partnerships under certain specific circumstances. In addition, in accordance with the AIFMD, Luxembourg AIFs managed by a duly authorised AIFM must have their accounts audited. 6. Commercial Leases 6.1 Types of Arrangements Allowing the Use of Real Estate for a Limited Period of Time Real estate may be subject to long-term in rem rights under the following: • a droit de superficie , which is a tenancy and building right with renewable terms of a maxi - mum of 99 years each time; and • a bail emphythéotique , which is a tenancy right with a duration between 27 and 99 years, which can be renewed. Actual leases of real estate only confer personal rights of use of the premises to the tenant, and are split into the following three main categories: • residential lease agreements, mainly gov - erned by the general lease rules of the Civil Code and the Law of 21 September 2006, as amended on residential leases; • commercial lease agreements, mainly gov - erned by the general lease rules of the Civil Code and (to the extent the lease exceeds a term of one year) by Articles 1762-3 et seq of the Civil Code, concerning real estate used for commercial, industrial or craftsmanship activities; and
Specific Requirements Applicable to Alternative Investment Funds (AIFs)
Any undertaking for collective investment that raises capital from a number of investors with a view to investing it in accordance with a defined investment policy for the benefit of those inves - tors, and which does not require an authorisa - tion as an undertaking for collective investments in transferable securities (UCITS) pursuant to Directive 2009/65/EC on UCITS, will in princi - ple qualify as an AIF within the meaning of the AIFMD and as such has to either be managed by an external AIFM designated by the AIF or be itself authorised as an internally managed AIF. External AIFMs may either be authorised by or registered with the competent authority of an EU member state, or be a non-EU AIFM. Specific Requirements Applicable to Regulated Investment Funds The directors of a regulated investment fund set up in a corporate form (UCI Part II, SIF or SICAR) must be of sufficiently good repute and suffi - ciently experienced, having particular regard to the type of investment fund and its investment policy. Regulated investment funds set up in the con - tractual form (UCI Part II or SIF only) shall only be authorised by the CSSF if the CSSF has approved the application of the management company to manage that common fund. 5.6 Annual Entity Maintenance and Accounting Compliance Accounting compliance costs will increase significantly if the annual accounts are to be audited by an approved statutory auditor ( révi-
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