Luxembourg Business Registers clarifies RBE filings for entities held through fiducies, trusts and foundations
On 19 August 2026, Luxembourg Business Registers (“LBR”) issued Circular LBR 26-01 (the “Circular”), clarifying how beneficial owners should be identified for RBE purposes where a Luxembourg entity is held through a fiducie, trust or foundation.
The Circular is particularly relevant for Luxembourg companies whose ownership chain includes wealth planning, fiduciary or foundation structures. It considers that the RBE analysis should not stop at the ordinary corporate ownership and control test.
A look-through approach
LBR considers a look-through approach: where a Luxembourg entity is held through a fiducie, trust or foundation, the persons to be registered with the RBE as beneficial owners of that entity are, in principle, the beneficial owners of the underlying fiducie, trust or foundation.
Accordingly, depending on the structure concerned, this may require the registration of:
- the settlor(s);
- the fiduciaire(s) or trustee(s);
- the protector(s), if any;
- the beneficiary or beneficiaries, or, where the individual beneficiaries have not yet been determined, the relevant class or category of beneficiaries; and
- any other natural person exercising ultimate control, whether through direct or indirect ownership or through other means.
For foundations, the corresponding persons occupying equivalent or similar positions will need to be considered.
This is the key practical point: the analysis may capture individuals who do not directly hold shares or voting rights in the Luxembourg entity but who occupy a relevant position within the underlying arrangement.
Connection with the new EU AML framework
LBR states that its position is consistent with Article 55 of Regulation (EU) 2024/1624 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing.
Although that Regulation is not yet applicable, the Circular notes that its principles may usefully guide the interpretation of the existing rules.
The Circular therefore provides an indication of how LBR considers the existing Luxembourg beneficial ownership rules should be applied to companies held through fiducies, trusts or foundations, against the background of the forthcoming EU AML framework.
What Luxembourg entities should do
Existing RBE filings should be reviewed where a Luxembourg entity is held, directly or indirectly, through a fiducie, trust or foundation.
In practice, the relevant Luxembourg entity and its service providers should consider:
- reviewing the existing beneficial ownership analysis to determine whether it reflects the approach set out in the Circular;
- mapping the relevant fiducie, trust or foundation structure, including the settlor, fiduciaire or trustee, protector, beneficiaries or classes of beneficiaries and any other person exercising ultimate control;
- obtaining the information required for RBE purposes, which may require coordination with foreign trustees, fiduciaries, foundation bodies or their advisers;
- documenting the revised beneficial ownership analysis, including the basis on which each person has or has not been treated as a beneficial owner; and
- updating the RBE filing where necessary.
The RBE Law requires changes to registered information to be filed within one month after the entity becomes aware, or should have become aware, of the event making the amendment necessary. The Circular does not, however, specify a separate transitional or remediation period for existing filings. Entities potentially affected should therefore assess their existing beneficial ownership analysis and determine whether an update to their RBE filing is required.
Key takeaway
Circular LBR 26-01 clarifies LBR’s position that, where a Luxembourg company is held through a fiducie, trust or foundation, the beneficial ownership analysis should look through to the beneficial owners of the underlying arrangement or entity.
The fact that the direct ownership of the Luxembourg company has not changed does not, in itself, establish that an existing RBE filing remains consistent with the approach set out in the Circular.
Structures involving fiducies, trusts or foundations should therefore be reassessed by reference to the persons occupying the relevant functions or exercising ultimate control within the underlying arrangement. Particular attention may be required in structures involving beneficiaries who have not yet been individually determined, protectors, several fiduciaries or trustees, corporate persons occupying relevant functions, or existing RBE filings based solely on the ordinary corporate ownership and control test.
The Circular reflects LBR’s administrative position and is expressly stated to be documentary and explanatory in nature, without legal value and subject to any interpretation that may be given by the Luxembourg courts.
RAIF vs SIF: Choosing the right Luxembourg alternative fund regime
Executive summary
For sponsors, family offices and private investors, the choice between a RAIF and a SIF is less a theoretical legal question than a practical structuring decision. Relevant considerations include the speed of launch, the importance of direct CSSF supervision, the role of an authorized AIFM and the extent to which each regime supports the proposed investment strategy.
The comparison should not be reduced to “regulated SIF” versus “faster RAIF”. A RAIF may operate as a SIF-like RAIF, with broad investment flexibility and risk-spreading, or as a SICAR-like RAIF, where it elects the risk-capital regime. A SIF, by contrast, remains a CSSF-regulated fund and may, in certain family office, club-deal or co-investment situations, be relevant where the structure can be organised without an AIFM.
The real decision tree is therefore not simply RAIF versus SIF. It is whether the project calls for a regulated SIF, a SIF-like RAIF or a SICAR-like RAIF, taking into account timing, investor expectations, tax treatment, the need for an authorised AIFM and the nature of the proposed investment strategy.
1.The core choice: SIF, SIF-like RAIF or SICAR-like RAIF
Luxembourg offers a wide choice of alternative investment fund vehicles. For many clients, the practical choice is between a Specialised Investment Fund (SIF) and a Reserved Alternative Investment Fund (RAIF). Both are reserved to well-informed investors and can be used for a broad range of alternative strategies, including private equity, real estate, infrastructure, private credit and other private market investments.
The RAIF, however, should not be viewed as a single standard product. In its ordinary form, it operates as a SIF-like RAIF: it offers broad investment flexibility, is generally subject to risk-spreading requirements and benefits from the subscription tax regime. Where it elects the risk-capital regime, the RAIF becomes closer to a SICAR logic. This SICAR-like RAIF may be particularly relevant for private equity, venture capital, growth capital and similar risk-capital strategies.
Different investment strategies may lead to different answers. A diversified alternative investment strategy, for example, may point towards a SIF or a SIF-like RAIF, whereas a pure risk-capital strategy may justify considering a SICAR-like RAIF.
The first question is therefore not simply whether to choose a RAIF or a SIF. Rather, it is whether the project is best served by a regulated SIF, a flexible SIF-like RAIF or a SICAR-like RAIF tailored to risk-capital investments.
2. The key distinction: CSSF product supervision or authorised AIFM
The most important practical distinction between the SIF and the RAIF is the allocation of regulatory oversight.
A SIF is a regulated fund product. It requires prior CSSF authorisation and remains subject to CSSF supervision during its life. This regulatory label may be attractive where investors, family members, investment committees or counterparties attach importance to direct regulatory oversight of the vehicle itself.
A RAIF is different. It is not authorised or supervised by the CSSF as a product, but it must always be managed by an authorised AIFM. This makes the RAIF attractive where the sponsor values speed to market and is comfortable relying on the governance, risk management and regulatory framework of the authorised AIFM.
This distinction may be particularly relevant for family offices, high-net-worth individuals and small groups of co-investors. In certain family, club-deal or co-investment structures, a SIF may allow the parties to consider a structure without an authorised AIFM, provided the relevant AIFMD analysis supports that conclusion. A RAIF does not offer that flexibility: it is always an AIF and must be managed by an authorised AIFM.
3. Which vehicle for which situation?
The choice will usually depend on the profile of the investors, the investment strategy, the desired launch timetable and the level of regulatory involvement appropriate for the project. The following table summarises the main practical considerations.
| Situation | Vehicle usually worth considering | Why it may be appropriate |
| Fast launch with an authorised AIFM already available | RAIF | No prior CSSF product approval; the AIFM provides the regulatory framework. |
| Investors expect direct CSSF supervision | SIF | The fund itself is authorised and supervised as a regulated product. |
| Family office, club deal or limited co-investment structure | SIF, depending on the AIFMD analysis | May allow a regulated Luxembourg fund structure with a more proportionate management set-up where no authorised AIFM is required. |
| Diversified alternative strategy | SIF or SIF-like RAIF | Both can offer broad investment flexibility; the choice turns on supervision, timing and investor expectations. |
| Private equity, venture capital or growth capital strategy | SICAR-like RAIF, SIF or SICAR | If the strategy is genuinely risk-capital focused, the SICAR-like RAIF may provide a more suitable tax and legal profile. |
| Need for future compartments or structural changes | RAIF | Greater operational flexibility because changes do not require prior CSSF product approval |
4. Practical takeaway
For clients, the choice should start with a simple question: what does the structure need to achieve in practice? If speed, flexibility and an authorised AIFM are already part of the model, a RAIF will often be attractive. If a CSSF-regulated product is important, or if the structure involves a limited family or co-investment circle where an authorised AIFM may not be required, a SIF may deserve closer consideration.
For private equity or venture capital strategies, the analysis should go one step further. A RAIF may be structured as a SICAR-like RAIF where the fund elects the risk-capital regime. In that case, the comparison is not only between RAIF and SIF, but between a SIF, a SIF-like RAIF and a SICAR-like RAIF.
5. Conclusion
There is no universal answer to the RAIF versus SIF question. The appropriate choice depends on the sponsor’s objectives, the investor base, the desired regulatory profile, timing considerations, tax treatment and whether an authorised AIFM is required or desirable.
The key point is to avoid an overly binary analysis. The decision is not simply whether to choose a RAIF or SIF. Rather, it is whether the project is best served by a CSSF-regulated SIF, a flexible SIF-like RAIF or, for qualifying risk-capital strategies, a SICAR-like RAIF.
Sources
Legislation
(1) Law of 23 July 2016 on Reserved Alternative Investment Funds (RAIF Law), as amended.
(2) Law of 13 February 2007 relating to Specialised Investment Funds (SIF Law), as amended.
(3) Law of 12 July 2013 on Alternative Investment Fund Managers (AIFM Law), as amended.
(4) Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers (AIFMD).
Parliamentary Works
(5) Bill of Law No. 6929 introducing the Reserved Alternative Investment Fund (RAIF), including the Explanatory Memorandum.
(6) Bill of Law No. 6471 implementing Directive 2011/61/EU on Alternative Investment Fund Managers, including the Explanatory Memorandum.
Brochures
(7) Comparison table of Luxembourg private wealth vehicles: Download here
(8) Luxembourg RAIF (reserved alternative investment fund): Download here
Luxembourg SPF residence certificate: Key tax updates
On 4 June 2024, the Luxembourg Tax Authorities (LTA) released administrative circular L.I.R. n° 159/2 (the “Circular“), offering important guidance on the issuance of residence certificates to Luxembourg family wealth management companies (société(s) de gestion de patrimoine familial, or “SPF(s)”) governed by the Law of 11 May 2007 (the “SPF Law“). This development is particularly relevant given the unique tax regime applicable to SPFs under Luxembourg law, as described below.
SPFs are specialized entities designed for individuals managing their private wealth. As provided by article 1 of the SPF law, various structures can be chosen from such as a limited liability company (S.à r.l.), a public limited company (“S.A.), a corporate partnership limited by shares (“SCA”), or a cooperative company organized as a public limited company (“SCoSA”), in order to best fit the individual needs. However, SPFs are restricted to the acquisition, holding, management, and realization of financial assets and are expressly prohibited from engaging in any commercial activities.
Under Article 4 of the SPF Law, SPFs benefit from a distinct tax regime, as they are exempt from income tax, municipal business tax, and net wealth tax. Instead, they are subject to an annual subscription tax. However, this favorable tax status has its limitations: SPFs are excluded from the benefits of Luxembourg’s double tax treaties and cannot claim advantages under European Union directives.
Regarding the issuance of residence certificates the Circular confirms that SPFs are considered Luxembourg residents if they meet the conditions set out in Article 159 of the Luxembourg Income Tax Law (L.I.R.). These conditions include (i) being constituted in one of the corporate forms specified in Article 159 L.I.R. and (ii) having their registered office or central administration in Luxembourg.
SPFs must be incorporated as corporate entities, ensuring the first condition is always satisfied. This certificate, issued by the Direct Tax Administration, is necessary for various administrative and legal purposes. When applying for a residence certificate, the SPF must provide:
- The company’s name, tax identification number, and address, as well as the date it adopted the SPF tax status;
- The language in which the certificate should be issued (French, German, or English);
- The reason for requesting the certificate, including a reference to the foreign legislation requiring it.
The tax office may request additional information or documents before issuing the certificate, which will be sent to the company’s registered office.
This new Circular offers essential clarity for SPFs regarding the issuance of residence certificates, helping to streamline compliance with Luxembourg’s tax laws. SPFs and their advisors should be aware of these updates to ensure all requirements are met efficiently.
Please contact us at https://www.cs-avocats.lu/expertise/private-wealth-management/luxembourg-spf-societe-de-gestion-de-patrimoine-familial-services/ for advice, personalized guidance and assistance with the establishment of your SPF.
