Structure Set-Up
Setting up a Luxembourg investment structure: the legal vehicle is only the first decision.
When sponsors say:
“We need a Luxembourg SCSp”
the SCSp is often only one part of the answer.
A Luxembourg investment structure may involve several distinct decisions:
legal form, fund status, AIFM status, governance, service providers, tax, AML, FATCA/CRS, banking and operating model.
Getting the legal vehicle incorporated is therefore not the same as getting the structure operational.
Legal form versus regulatory status
This distinction is fundamental.
An SCSp is a legal form.
A RAIF is an investment-fund regime.
An SCSp can therefore be used as the legal form of a RAIF, but not every SCSp is a RAIF.
Likewise, an investment structure might be established as an SARL, SA, SCA, SCS or SCSp depending on the requirements of the project.
The Luxembourg SCSp has become particularly attractive for private equity and other alternative investment strategies because of its contractual flexibility.
It does not have legal personality separate from its partners and requires at least one general partner and one limited partner. Its operation is largely governed by its partnership agreement.
There is also no general statutory minimum capital for an ordinary SCSp.
But that flexibility makes the drafting and operating framework particularly important.
An SARL provides a separate legal personality and is Luxembourg’s most common corporate form. It can also be established with a single shareholder.
SARLs are therefore frequently used as holding companies, acquisition SPVs, general partners and other corporate entities within alternative investment structures.
Choosing between an SARL, SCSp, SCA or another form should depend on what the entity needs to do rather than on market fashion.
Luxembourg’s official guidance itself stresses that choosing the appropriate legal form requires a case-by-case analysis taking into account management, shareholders and taxation.
This is one of the most important questions in any Luxembourg fund set-up.
An entity may qualify as an Alternative Investment Fund even though it is not a regulated fund product such as a SIF or RAIF.
Where the structure is an AIF, the AIFMD/AIFM framework needs to be considered, including the status of the manager and, where relevant, depositary, reporting and marketing requirements. The Luxembourg AIFM Law was updated in consolidated form in April 2026.
A RAIF provides an alternative fund regime that does not require direct product approval by the CSSF in the same way as a SIF or SICAR, while remaining subject to its own statutory framework and the AIFM architecture.
This makes the appointment and coordination of service providers particularly important.
A structure can therefore be “unregulated” from a product-supervision perspective without being free of regulatory obligations.
A structure should ideally not be launched with only the legal documents in place.
Before the first transaction or capital call, several practical matters may need to be resolved:
- directors/managers;
- registered office;
- administrator;
- AIFM where applicable;
- depositary where applicable;
- bank accounts;
- tax registrations;
- RCS/RBE matters;
- accounting;
- auditor;
- AML governance and RR/RC;
- FATCA/CRS classification and registrations;
- reporting calendar;
- signing arrangements;
- transaction approval process.
Operating layer | Typical party / provider | What it covers | Always required? |
Vehicle & governance | Fund / GP, board or managers, registered office | Corporate decisions, governance, signing, statutory records. | Core requirement, but exact model depends on legal form. |
Portfolio management | Authorised or registered AIFM / GP, as applicable | Portfolio and risk management; investment process. | Depends on AIF status and AIFMD structure. |
Administration & investor servicing | Fund administrator, registrar / transfer agent | Accounting/NAV, investor register, subscriptions, capital activity, investor KYC where delegated. | Depends on structure and operating model. |
Safekeeping / oversight | Depositary, where applicable | Cash monitoring, safekeeping/record keeping and oversight duties. | Required only where the applicable regime requires it. |
Audit & financial reporting | Administrator/accountant and approved statutory auditor or auditor, where applicable | Accounts, audit, annual reporting. | Depends on legal form and fund regime. |
AML/CFT governance | RR, RC and operational AML delegates | Fund-level AML framework, investor and asset-side controls, oversight/testing. | Depends on supervisory perimeter; RR/RC requirements must be mapped. |
Tax & AEOI | Tax adviser, FATCA RO/PoC, reporting channel | Tax registrations/returns, FATCA/CRS reporting and related operational controls. | Depends on classification and activity. |
Legal, corporate & banking | Lawyer, notary, corporate services, bank | Constitutional documents, financing/transactions, filings, banking and operational set-up. | Combination depends on the vehicle and transaction. |
Not every Luxembourg structure requires every provider in this table. The point is to map the required functions, identify who owns each one and make sure the contractual arrangements match the actual operating model.
All Luxembourg companies must also be registered with the RCS and relevant constitutional information must be filed or published according to the applicable legal form.
The legal documents, service-provider agreements and actual operating model should tell the same story.
Problems arise when, for example:
a transaction is ready to go to the investment committee, the AIFM expects asset-side AML/KYC to have been completed, the fund administrator is only mandated for investor-side KYC, and the GP assumes the AIFM or administrator is covering the target-company due diligence. Unless responsibilities were mapped at launch, the gap may only become visible when the deal is already close to signing.
This is particularly dangerous for AML, FATCA/CRS, board approvals and reporting.
The best time to identify these gaps is before launch, not when an auditor, investor or regulator asks the question two years later.
Amana’s role in structure set-up is not to replace legal or tax counsel. It is to help the sponsor assemble and coordinate the Luxembourg operating ecosystem around the structure.
Through a broad Luxembourg network, Amana can introduce sponsors to notaries, banks, lawyers, fund administrators, AIFMs, depositaries, auditors and other relevant providers. We can explain the role of each provider, help the client identify which functions are actually needed, coordinate requests for proposals – particularly for fund administration, AIFM and audit services – compare the proposed operating models and support the sponsor in assessing which provider is the best fit for the strategy, expected complexity and service level. Amana then helps coordinate those parties from incorporation through to operational readiness.