LUXEMBOURG Law and Practice Contributed by: Vassiliyan Zanev and Natalja Taillefer, Loyens & Loeff Luxembourg S.à r.l.
8. Accounting Rules and Issues 8.1 Legal Issues With Securitisation Accounting Rules All SPEs have to prepare and publish annual accounts. The annual accounts and financial statements of both regulated and unregulated SPEs have to be audited by one or more approved Luxembourg independent auditors ( réviseurs d’entreprises agréés ). In case of a multi-compartment SPE, each compartment will have to be separately detailed in the financial statements of the SPE. The Securitisation Law allows multi-com - partment SPEs that are financed by equity, to approve the balance sheet and the profit and loss statement of each compartment by virtue of the votes of such compartment’s sharehold - ers only, provided that such option is included in their articles of association. Similarly, the articles of association of an SPE may provide that prof - its, distributable reserves and mandatory legal reserves of a compartment, are determined on a separate basis and without reference to the financial situation of the SPE as a whole.
Also, to provide investors with an adequate overview, the CSSF recommends that the valu - ation of the underlying assets is to be carried out at fair value. In practice, the originators are generally located outside Luxembourg and, for this reason, the balance sheet treatment of the transfer of secu - ritised assets and the questions of consolidation would normally be dealt with by the accountants in the jurisdiction of the originator. 8.2 Dealing With Legal Issues In Luxembourg, legal opinions do not generally cover accounting issues.
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