Beste Risikokapital Anwälte in Luxemburg

About Risikokapital Law in Luxemburg, Luxemburg

Risikokapital law in Luxembourg governs investments in early stage and growth companies through specialized fund vehicles. The two most common Luxembourg structures for venture capital are SICARs (Sociétés dInvestment en Capital-Risque) and RAIFs (Fonds dInvestissement Alternatifs Réservés). The regulatory framework is designed to facilitate fundraising while protecting investors and ensuring proper supervision by the Commission de Surveillance du Secteur Financier (CSSF).

Luxembourg treats venture capital vehicles as distinct legal forms with specific tax and regulatory features. Structuring a fund for risk capital requires careful choice of vehicle, governance arrangements, and reporting obligations. A local attorney can help align the fund’s strategy with Luxembourg law and EU directives applicable to venture capital activities.

Luxembourg is a leading cross-border fund domicile in Europe with a mature regulatory framework for venture capital vehicles.

Source: Luxembourg for Finance

Why You May Need a Lawyer

• Setting up a SICAR or RAIF for venture investments in Luxembourg. A lawyer drafts the articles, investment restrictions, and management agreements, and coordinates CSSF notifications. Clear documents help avoid later compliance disputes and fund-raising delays.
• Negotiating a term sheet and investor agreements with Luxembourg portfolio companies. A lawyer ensures alignment with Luxembourg corporate law, transfer restrictions, and pre-emption rights within shareholder and option agreements.
• Ensuring AIFMD compliance for management and distribution. Luxembourg funds marketed across the EU must meet AIFMD requirements, including risk management, valuation, reporting, and disclosure duties which require legal oversight.
• Drafting and negotiating investment management agreements and service provider contracts. A well drafted contract with fund managers, custodians, and administrators reduces risk of disputes and regulatory challenges.
• Tax planning and fund level optimization. A lawyer can advise on Luxembourg corporate income tax, withholding taxes, and potential exemptions applicable to SICARs or RAIFs.
• Due diligence and regulatory filings for portfolio acquisitions. Legal review helps verify target share structures, employee equity plans, and compliance with Luxembourg corporate law during acquisitions.

Local Laws Overview

Luxembourg regulates venture capital activities through a few key statutes, with frequent amendments to reflect EU directives and market practices. The main laws include the Financial Sector Law, the SICAR framework, and the RAIF regime.

• Loi du 5 août 2005 relative au secteur financier (Financial Sector Law) - Governs licensing, operation, and supervision of financial institutions and funds, including fund management and distribution. This framework is amended regularly to implement EU directives and CSSF supervisory standards.
• Loi du 15 juin 2004 relative aux SICAR (SICAR Law) - Establishes the structure for Sociétés dInvestissement en Capital-Risque, tailored to venture capital investments and private equity activity. The SICAR vehicle offers specific governance and filing requirements under Luxembourg law.
• Loi du 23 juillet 2016 relative aux fonds d'investissement alternatifs RAIF (RAIF Law) - Creates Reserved Alternative Investment Funds that are managed by an authorised AIFM and benefit from a faster setup process compared to regulated funds. RAIFs are designed for professional investors and rely on the manager's compliance with AIFMD.

Luxembourg law also reflects EU market rules such as AIFMD and UCITS directives through CSSF guidance and national regulations. In practice, many venture capital structures rely on the RAIF or SICAR route to balance flexibility with regulatory safeguards. The CSSF and Legilux portals provide the current texts and official interpretations for these regimes.

Under the RAIF regime, funds are not directly regulated by the CSSF; they are governed through their manager, typically a CSSF authorised AIFM, enabling AIFMD compliant operations.

Source: CSSF

Frequently Asked Questions

What is a SICAR and how does it work in Luxembourg?

A SICAR is a Luxembourg investment vehicle designed for venture capital and private equity. It allows funding of early-stage companies with tax and governance features tailored to investors. A SICAR must meet specific investment rules and report to the CSSF as required by law.

What is a RAIF and when should I choose it over a SICAR?

A RAIF is a Reserved Alternative Investment Fund that relies on a registered manager and an approved AIFM, avoiding direct CSSF authorization for the fund itself. RAIFs offer faster setup and flexible fundraising but must comply with AIFMD through their manager. They are popular for professional investors seeking scalable venture capital structures.

How long does it take to set up a Luxembourg venture fund structure?

Setting up a SICAR or RAIF typically takes 4 to 12 weeks, depending on preparation quality and CSSF or manager approvals. A well prepared file with governance documents and regulatory notifications speeds up the process. Delays usually arise from missing information or complex investor requirements.

Do I need a Luxembourg lawyer to launch a venture capital fund?

Yes, a Luxembourg lawyer helps draft the founding documents, navigate regulatory filings, and negotiate investor terms. Legal counsel also assists with compliance programs and ongoing reporting obligations to CSSF and other authorities. Without local counsel, you risk regulatory non-compliance or misaligned contracts.

What are typical funds management and advisory agreements I will need?

Typical agreements include the investment management agreement, fund administration and custody contracts, and the limited partnership agreement or equivalent. These documents set governance, fee structures, decision rights, and dispute resolution. A local attorney ensures alignment with Luxembourg law and EU directives.

How much does it cost to hire a Risikokapital attorney in Luxembourg?

Costs vary by complexity, fund type, and engagement scope. Expect hourly rates for experienced lawyers or fixed fees for standard fund formation. A detailed engagement letter helps you compare proposals and budget accordingly.

Are RAIFs available to non professional investors in Luxembourg?

RAIFs are generally intended for professional or well informed investors and typically distribute to qualified investors. Marketing to retail investors may be restricted or require additional structures and compliance. Always verify the investor base with counsel.

What is the difference between a SICAR and a RAIF in practice?

A SICAR is a stand-alone fund vehicle with direct regulatory requirements, while a RAIF relies on a separate manager and compliance with AIFMD. RAIFs usually offer faster setup and more flexible fundraising, whereas SICARs provide a distinct tax and regulatory framework for venture capital.

Do I need an authorised manager for a RAIF?

Yes. A RAIF must be managed by a CSSF authorised AIFM or an equivalent entity compliant with AIFMD. This is central to the RAIF model and determines the regulatory oversight for the fund.

Can a Luxembourg venture fund be distributed across the EU?

Distribution is possible under EU framework for alternative investment funds, subject to AIFMD and local regulatory approvals. AIFMs typically manage cross border marketing programs and ensure compliance with host member state requirements.

Should I consider cross border tax implications for my fund?

Yes. Luxembourg fund regimes offer favorable tax treatment for certain structures, but cross border operations can trigger withholding taxes, VAT considerations, and investor level tax issues. Engage a tax adviser along with your legal counsel for integrated planning.

Is the CSSF the only regulator I need to consider?

No. Depending on activities and structures, other authorities and EU directives may apply, including tax authorities and European supervisory rules. Legal counsel can map all applicable regimes for your particular fund and markets.

Additional Resources

• CSSF - The Luxembourg financial sector regulator, with guidance on funds, SICARs, RAIFs, and AIFMD compliance. https://www.cssf.lu/en/
• Legilux - Official Luxembourg legal portal with statutory texts, including laws governing SICAR and RAIF. https://legilux.public.lu/
• Luxinnovation - Government backed agency providing support to startups and venture funding initiatives in Luxembourg. https://www.luxinnovation.lu/

Luxembourg remains a leading hub for cross border fund activity due to its mature regulatory framework and supportive fund structures. This ecosystem is reinforced by coordinated guidance from CSSF, Legilux, and the national innovation agencies.

Luxembourg is a leading cross-border fund domicile in Europe with a mature regulatory framework for venture capital vehicles.

Source: CSSF and Luxembourg for Finance

Next Steps

1. Define your Risikokapital goals and select the appropriate fund vehicle (SICAR or RAIF) based on target investors and jurisdictional needs. Set a realistic timeline for fundraising and investment pace.
2. Identify and shortlist Luxembourg based lawyers with specific venture capital fund formation experience and CSSF interaction history. Request a written proposal outlining scope and fees.
3. Prepare a concise information pack for your meeting, including business plan, target fund size, investor profile, and initial term sheet concepts.
4. Schedule an initial consultation to discuss structure options, regulatory requirements, and potential tax considerations. Confirm deliverables and expected turnaround times.
5. Agree on engagement terms, including fee structure, retainer, and milestone based payments. Ensure you receive a detailed project plan and risk assessment.
6. Proceed with due diligence and document drafting for formation, including corporate documents, governance framework, and regulatory filings with CSSF.