Best Investment & Business Structuring Lawyers in Luxembourg

1. About Investment & Business Structuring Law in Luxembourg

Luxembourg offers a mature and flexible framework for corporate structuring and investment vehicle design. The jurisdiction is known for a broad spectrum of corporate forms, sophisticated fund regimes, and a strong regulator focused on investor protection and market integrity. This combination supports cross-border transactions, private equity, real estate, and asset management activities within the EU and beyond.

Key strengths include a long tradition of fund domiciliation, a transparent tax environment for investment structures, and a pro-business approach to corporate governance. Luxembourg law also emphasizes protective governance, clear fiduciary duties, and robust regulatory supervision by the Commission de Surveillance du Secteur Financier (CSSF). For individuals and entities seeking structured holdings or funds, Luxembourg remains a leading option in Europe.

In practice, investors typically combine Luxembourg corporate forms with EU investment vehicles to achieve efficiency, flexibility, and regulatory clarity. The choice of structure depends on the asset class, investor profile, and the intended jurisdiction of management, distribution, and taxation. It is common to align on a fund structure (UCITS, SIF, or SICAR) alongside a scalable SPV network to hold assets or provide financing.

Luxembourg is a leading jurisdiction for investment funds and cross-border corporate structuring, supported by a stable regulatory framework and a broad menu of fund vehicles.

EU investor protection and supervisory standards for Luxembourg funds are outlined in the UCITS framework and related directives, implemented via Luxembourg law and CSSF guidance.

2. Why You May Need a Lawyer

Luxembourg investment and business structuring often requires tailored legal advice at the outset and throughout the lifetime of the vehicle. Below are concrete scenarios that typically require legal counsel.

• Choosing the right vehicle for cross-border private equity - A private equity sponsor wants to establish a Luxembourg SPV family (for example, a common SCSp or SA/SARL structure) to hold and finance European investments. An attorney helps select the vehicle, draft partnership agreements, and ensure alignment with AIFMD requirements if applicable.
• Launching a Luxembourg UCITS or SIF fund - Authorization from the CSSF, drafting the offering documents, appointing a management company and depositary, and implementing ongoing compliance programs require specialized fund counsel to meet timing and governance demands.
• Reorganizing a multi-jurisdiction group - A corporate reorganization, merger, or cross-border asset transfer across EU subsidiaries calls for careful structuring, tax considerations, and regulator communications to avoid unintended tax or transfer-pricing consequences.
• Estate and wealth planning for Luxembourg residents - Families use Luxembourg structures to consolidate assets, succession planning, and governance control, while balancing local inheritance rules and tax considerations.
• AML-KYC and ongoing regulatory compliance - Luxembourg entities face strict anti-money-laundering controls, beneficial ownership disclosure, and ongoing reporting obligations that require documented procedures and audits.
• Intellectual property and licensing structures - Licensing IP through Luxembourg entities can optimize licensing royalties, transfer pricing alignment, and intra-group cash flows under Luxembourg and EU rules.

Engaging a Luxembourg lawyer or law firm with practice in corporate law, funds, and tax ensures proper documentation, regulatory alignment, and risk mitigation. A qualified attorney can also coordinate with banks, auditors, and custodian/management counterparties to streamline setup and ongoing operations.

3. Local Laws Overview

The legal framework for investment and business structuring in Luxembourg rests on a mix of corporate, fund, and financial sector laws. The following laws are central references for structuring decisions.

• Loi du 10 aôt 1915 relative aux sociétés commerciales (Law on commercial companies) - Governs corporate forms such as SA, SARL, and related governance, capital, and liability rules. This is the backbone for setting up and operating Luxembourg companies and is amended regularly to reflect EU directives and market practice.
• Loi du 17 decembre 2010 relative aux organismes de placement collectif (UCITS law) - Governs undertakings for collective investment (UCITS), including fund formation, distribution, and supervision. It has been amended several times to implement UCITS V and related investor protections.
• Loi du 13 février 2007 relative aux fonds d’investissement spécialisés (SIF) (Specialized Investment Funds) - Creates a flexible fund structure designed for professional investors and private funds, with light-touch rules compared to UCITS but strong regulator oversight through CSSF.

Recent trends include alignment with EU directives on fund governance, transparency, and cross-border distribution. Luxembourg has continually updated capital markets, AML, and corporate governance provisions to strengthen supervisory efficiency and investor protection. For fund managers and corporate groups, these updates affect licensing timelines, reporting duties, and ongoing compliance obligations.

Luxembourg’s UCITS regime is designed to balance investor protection with flexibility for fund operators, supporting broad cross-border distribution across the EU.

The SIF regime provides a tax-efficient, flexible structure for professional investors, with CSSF supervision tailored to risk profiles and distributions.

4. Frequently Asked Questions

What is the main purpose of Luxembourg investment structuring law?

It provides a framework to create, operate and regulate corporate entities and investment funds. The aim is to enable efficient cross-border investment while protecting investors and maintaining market integrity.

How do I start setting up a Luxembourg SPV for international assets?

Identify the asset class and tax profile, choose a suitable vehicle (eg SCSp, SA, or SARL), and engage a local counsel to draft governing documents and file with the CSSF if required.

When is CSSF authorization required for a Luxembourg investment fund?

Authorization is typically required for UCITS funds and many alternative funds like SIFs. Private funds may require registration and regulatory notifications depending on structure and investors.

Where can I access official Luxembourg company law texts and updates?

Legislation is published on Luxembourg official platforms and mirrored on professional legal databases. Your counsel should provide current, annotated copies and updates relevant to your vehicle.

Why choose a SCSp for private equity investments in Luxembourg?

SCSp structures offer flexibility, pass-through tax treatment in many cases, and broad investor acceptance for private equity and real asset deals. They are commonly used with limited partner structures and management entities.

Can cross-border asset transfers be restructured under Luxembourg law?

Yes, with careful planning of corporate reorganizations, mergers, and transfer agreements. You must consider tax consequences, due diligence, and regulatory approvals in all involved jurisdictions.

Should I hire a Luxembourg attorney for tax efficient reorganisations?

Yes. A local tax and corporate lawyer can optimize structure, ensure VAT and transfer pricing compliance, and reduce the risk of regulatory penalties in Luxembourg and abroad.

Do I need a local director or resident agent for a Luxembourg SARL or SA?

Luxembourg law requires governance and statutory representation through designated officers. Depending on the vehicle, you may need resident representatives or service providers to meet regulatory expectations.

How long does UCITS fund authorization typically take in Luxembourg?

Authorization often ranges from 6 to 12 months, depending on completeness of documents, the complexity of the structure, and the CSSF review timeline.

How much does it cost to set up a Luxembourg investment fund?

Costs vary by vehicle type, complexity, and the service providers engaged. Typical ranges include legal fees, formation costs, and annual regulatory charges, often starting in the tens of thousands of euros.

What is the difference between UCITS and SIF funds under Luxembourg law?

UCITS funds are designed for retail investors with strict diversification and distribution rules. SIF funds target professional investors and offer greater flexibility in risk and liquidity management.

Is the Luxembourg tax regime favorable for investment funds?

Luxembourg offers tax transparency and favorable regimes for many fund structures, including exemptions or favorable treatment for certain investment income and profits, depending on the vehicle and investors involved.

5. Additional Resources

Access to authoritative, official sources can help you understand Luxembourg structuring options and regulatory expectations.

• - The Luxembourg financial regulator overseeing banks, investment funds, and financial market participants. Function: licensing, supervision, and enforcement of fund and financial institutions. Link: https://www.cssf.lu/
• - Official government portal providing practical information for businesses and individuals on Luxembourg law, taxes, and regulatory obligations. Function: public guidance and procedures. Link: https://guichet.lu/
• - EU-wide regulator and supervisor for securities markets, including UCITS and AIFMD frameworks applicable to Luxembourg funds. Function: harmonized supervision and guidance. Link: https://www.esma.europa.eu/