Standardised Model Articles of Incorporation for UCITS set up in the form of an investment company

The Standardised Model Articles of Incorporation is a proposal for drafting Articles of Incorporation for a UCITS project set up in the form of an investment company (with variable capital).

The Standardised Model Articles of Incorporation is drafted in English and its wording is designed for the set-up of an undertaking of collective investment with the following characteristics:

• an undertaking of collective investment in transferable securities (UCITS) subject to Part I of the Law of 17 December 2010 concerning undertakings for collective investment;
• a UCITS to be set up in the form of an investment company with variable capital (SICAV);
• a UCITS to be managed by a Luxembourg-domiciled Management Company or by a Management Company domiciled in another EU Member state in accordance with the freedom to provide services on a cross-border basis;
• a UCITS set up with multiple sub-funds of low to average complexity.

It should be noted that the Standardised Model Articles of Incorporation shall not be considered as a regulatory requirement or as a guarantee for the approval. It is intended to serve as a guidance and good practice to achieve reduced overall processing time. The CSSF reserves the right to request additional information as it deems necessary in the context of the authorisation process.

Regarding the practical implementations of using the Standardised Model Articles of Incorporation, please note that the authorisation process covering the submission of the request, exchange of comments and approval process of a UCITS remains unchanged as described on the page “Authorisation of a UCITS”.

In practice, processing times from the submission of the application file to the approval depend on the content, completeness and accuracy of the information and documents provided as well as on the complexity of the investment strategies. Accelerated examination cannot be guaranteed for more complex investment strategies as these will often require particular and extensive verifications of the documents, notably the prospectus and Key information document (KID).

The speed of response to CSSF comments and queries will also impact processing times. In the ordinary course of an examination of an application, the CSSF will make its best effort to send consolidated requests for clarifications or confirmations. Consequently, and in order to limit the number of exchanges to a minimum, the CSSF expects to be provided with exhaustive and consolidated answers to such requests.

While the Standardised Model Articles of Incorporation is set up with the greatest possible care to reflect current and up-to-date practice, the content is composed of information of a general nature and may need customisation to suit the context and circumstances of any specific investment company. Before adapting the Standardised Model Articles of Incorporation, we recommend taking note of the User Guide available on the CSSF website.

For further guidance and support for the examination process, we recommend that applicants also consider the “Standardised Model Prospectus for UCITS”, the “Requirements guide in respect to Supporting Documentation of a UCI Approval Application File” and the “Key Lessons learnt and best practices in respect to a successful application process”. All these documents are available on the CSSF website.