Authorisation of a UCI

A UCI shall, in order to carry out its activities in Luxembourg, be previously authorised by the CSSF pursuant to the relevant article of the sectoral law (Article 129 of the Law 17 December 2010, Article 42 of the Law 13 February 2007, or Article 12 of the Law 15 June 2004).

A UCI shall be authorised only if the CSSF has approved the articles of incorporation or the partnership agreement (if the UCI is set up in corporate form as an investment company), or the management regulations (if the UCI is set up in the contractual form as a common fund), and the choice of the depositary.

In addition, a UCI set up in contractual form as a common fund shall only be authorised by the CSSF if it has approved the application of its proposed management company and/or AIFM. A UCI set up in corporate form as an investment company and appointing a management company or an AIFM shall be authorised only if the CSSF has approved the application of the management company or AIFM appointed to manage it.

The directors of a UCI must be of sufficiently good repute and be sufficiently experienced, including in relation to the type of UCI and its investment policy. To that end, the directors shall be understood as those persons who under the law and the articles of incorporation represent the UCI or who effectively determine the conduct of the activity of the UCI.

The replacement of any appointed third party (UCI administrator, depositary, management company, alternative investment fund manager, réviseur d’entreprises agréé (approved statutory auditor), investment or portfolio manager, …) and any amendment to the management regulations or instruments of incorporation of the UCI are subject to approval by the CSSF.

The granting of authorisation implies that the members of the administrative, management and supervisory bodies of the management company or of the AIFM or, where applicable, of the UCI, are obliged to notify the CSSF, spontaneously in writing and in a complete, coherent and comprehensible manner, of any change regarding the substantial information upon which the CSSF based itself to examine the application for authorisation. The CSSF must also be notified of any change in respect of the directors.

The CSSF keeps official lists of the UCIs authorised in Luxembourg and subject to its supervision. Entry on the list is tantamount to authorisation and is notified by the CSSF to the UCI concerned.

Entry and maintenance on the official list shall be subject to observance of all legislative, regulatory or contractual provisions relating to the organisation and operation of the UCI and to the distribution, placing or sale of its securities.

The fact that a UCI is entered on the official list referred to in the relevant article of the sectoral law (Article 130(1) of the Law 17 December 2010, Article 43(1) of the Law 13 February 2007, or Article 13(1) of the Law 15 June 2004) shall not, under any circumstances, be described in any way whatsoever as a positive assessment made by the CSSF of the quality of the securities offered for sale.

Before carrying out any activity and, where applicable, before the creation of a UCI, an application for entry on the official list must be filed with the CSSF.

Specific approval processes provide practical guidance for interested parties wishing to:

• launch a new UCI not yet registered on the official list (including the conversion of an existing structure non-authorised by the CSSF);
• add one or several sub-fund(s) to an existing UCI;
• create new share class(es) in an existing UCI not requiring a prospectus or offering document update;
• amend an existing UCI, or
• transform a UCI registered on the official list into another type of UCI to register on the official list.

The mode of transmission of information to the CSSF varies depending on the approval process concerned.

The CSSF considers the information to be provided as a minimum requirement and reserves the right to request additional information as may be deemed necessary in the context of the authorisation process.

The approval process of a new UCI (including conversions/transformations), or of additional sub-fund(s) is subject to the payment of a one-off fee due as soon as the application is made. Further details on the fee schedule are available in the Grand-ducal Regulation of 23 December 2022 relating to the fees to be levied by the CSSF.

This approval process comprises the approval to set up a new UCI not yet registered on the official list. Please note that conversions from an existing structure non-authorised by the CSSF into a UCI to be authorised by the CSSF are included in the scope.

A request must be created in the “UCI Approval” application available on the CSSF eDesk Portal. This must be accompanied by the “AML/CFT Market Entry Form” also available on the eDesk Portal.

Once the request is duly completed and the supporting documents are duly attached, the request must be submitted directly to the CSSF via eDesk.

Applicants are expected to file an application only once all components of the project are fully defined and stable. Submission of a partial (incomplete) application may prevent the start of the approval process and cause unexpected delays in the examination process.

Useful information is available under Guides, intended to provide details on how to constitute a complete and compliant file and to provide further information on expected documents.

In addition to the automatic visual eDesk notification at the time of the submission of the request, the CSSF will acknowledge receipt of the application file within two working days by means of an email to the contact person specified in eDesk. This email provides the name of the officer responsible for the examination of the application file.

The CSSF transmits its first comments as soon as possible via eDesk (request for further information and/or supporting documents, supplementary confirmations, clarification on certain aspects of the request…) after receiving an application file. An email is sent to the contact person specified in eDesk to inform them that the CSSF has sent new comments.

Complementary information or documents must be submitted via eDesk in a new version of the request. The exchange of comments will continue until satisfactory completion of the examination phase.

If the applicant encounters difficulties in providing further information on specific considerations of the application and does not provide the information requested by the CSSF within a reasonable time limit, the CSSF will contact the applicant to ask whether the application is to be continued or withdrawn.

In case of a positive decision by the CSSF, an end of examination notice is sent directly via eDesk (a parallel notification email is also sent to the contact person specified in eDesk).

This end of examination notice specifies the information and documents in the final and signed version that are required to finalise the approval process of the UCI. It also specifies the transmission channel for each piece of information or document.

The end of examination notice also informs the applicant that no further changes can be made to the scope of the application and no alterations can be made to the last draft versions of the constitutive documents on the basis of which the examination has been completed.

The CSSF stresses that the end of examination notice is the only binding method to notify its positive decision.

Upon satisfactory receipt of the prospectus or offering document and all compulsory information and documents requested in the end of examination notice, the CSSF will proceed to the registration of UCI on the official list.

In parallel, the CSSF sends an official accreditation letter by email (also available on eDesk), as well as the CSSF identification codes.

The CSSF sends back the visa stamped prospectus or offering document via e-file or SOFiE within five working days after reception (electronic visa).

Please note that the successful completion of the approval of a new UCITS and the notification of the UCITS for marketing its shares/units in another EU Member State are distinct processes. If a UCITS intends to market its units in another EU Member State, it must follow the specific notification procedures.

All legal and regulatory documents (including FAQs) can be found in the Regulatory framework section.

All forms can be found in the Publication and Data section.