RAIF, a new Alternative Investment Fund - Luxembourg Corporate Law amendements - Benefits of the Luxembourg Private Foundation

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Latest news Luxembourg

Corporate, Funds and Family office

Funds - RAIF - Reserved Alternative Investment Fund - AIFMD - CSSF approval - Special Investment Fund

Corporate - Corporate Law - Common Limited Partnership - Special Limited Partnership - SLP - COOPSA

Family Office - Luxembourg Private Foundation - Family Offices - HNWIs - Tax - confidentiality - Flexibility


RAIF, Reserved Alternative Investment Fund

The Reserved Alternative Investment Fund (”RAIF”) should be available before summer 2016 (following a draft bill on this new type of Alternative Investment Fund which has been approved by the Luxembourg Council of Government).


No need of CSSF approval for creation and launch of a RAIF, and for amendments to the RAIF’s constitutional documents, information document or other documents governing the functioning of the RAIF.

The lack of approval allows the RAIF to be setup within a few days.

The RAIF will be managed by an authorised AIFM (based in Luxembourg or in another EU Member State), who will then ensure that the RAIF complies with all requirements of the AIFMD.

The RAIF is largely modelled on the SIF regime and can adapt different legal forms (corporate and contractual).

The RAIF should be able to adopt any fund strategy and to invest in any eligible alternative assets among which: private equity, hedge fund strategy, real estate, arts or other collectibles

It can also be considered as an unregulated AIF with multiple compartments, with segregation of assets and liabilities.

On a tax point of view, the RAIF can be subject to the same tax regime that currently applies to the funds.


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Read Also :

  Alternative Investment Funds

  Specialised Investment Fund, SIF

  Fund Domiciliation and Administration


Amendements to Luxembourg Corporate Law proposed by the Luxembourg Parliament


Common Limited Partnership, CLP

In principle, all limited partners must approve each shares movements. It is therefore important to determine exactly the conditions related to transfer of shares.

Contributions can be made in cash, in kind or industry credits.

The company can issue securities representing contributions and debt securities (a pledge of securities can also be possible, even if contradictory to the intuitu personae principle).


Special Limited Partnership, SLP

The company can issue securities representing contributions and debt securities (a pledge of securities can also be possible, although it has no legal entity).

It is possible to redeem interests.


Cooperative in a form of a public company, CoopSA

No auditor’s report when a contribution in kind.

S.A. rules on capital reduction not applicable.

Capital reduction under administrators’ responsibility.

Subscribed capital but not necessarily immediately paid-up.

Issue premiums don’t have to be entirely paid.

Shares can have different values.

Rules on corporate accounts not applicable.

Drawing up of the statement of corporate assets and liabilities.

Can be used as a non regulated SICAV.


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 Read Also :

  Special Limited Partnership

  Company Incorporation and Set-up

  Tax Consolidation and Optimisation



The Luxembourg Private Foundation, a new structure with strong benefits

The Luxembourg Private Foundation is an efficient instrument for Individuals and Family Offices to hold, structure, protect and transfer their wealth to the next generation. It allows the management and the administration of an estate for the benefit of one or more beneficiaries or for the benefit of one or more goals, other than those reserved for non-profit foundations. Several types of assets can be hold: financial, real estate, insurance policy, movable, arts, etc. The structure offers several advantages:


Flexibility in the governance and the management

The Foundation has its own legal personality, has no shareholders nor members, it is considered as an orphan entity.

The Foundation can own movable and immovable properties, tangibles and intangibles assets, and can carry out holding activities. It may issue certificates to its beneficiaries/third parties related to particular assets owned by the Private Foundation and entitling them to certain rights defined in the Private Foundation agreement or in the issuance document of the certificates. The Private Foundation is governed by one or several directors.



Founder, beneficiaries and amounts contributed to the Foundation don’t have to be disclosed to the public, but will follow the international requirements on the beneficiaries identification in an anti-money laundering context.


Tax attractivity: non-transparent tax regime

The Foundation is tax exempt on wealth management income and won’t be subject to wealth tax. “Beneficiaries”, if they are non-resident, will not be taxed upon reception of income paid by the Foundation.

The Foundation as being an orphan entity can be used in corporate finance and securitisation transaction; each time where a separated vehicle or a deconsolidation is needed to secure a transaction which should be bankruptcy remote. The issuance of certificates can also be used as a useful tool which yield and value are linked with an underlying asset or a portfolio of assets.

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Read Also :

  Luxembourg Private Foundation

  Inheritance Tax Planning

  Wealth Protection Plan


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