On 17 April 2025, the Commission de Surveillance du Secteur Financier (CSSF) released Version 4 of the FAQ to Circular 22/811 (the Circular) on UCI Administrators (UCIA), introducing an important clarification under new Question 6.1. This addition addresses the confusion between two similar-sounding but legally distinct concepts: “central administration” under Luxembourg’s fund/corporate laws and “UCI administration” as defined by the Circular. 

The CSSF states that these two terms must not be mixed. While “UCI administration” refers to operational functions typically performed by an appointed service provider—such as NAV calculation, registrar activities, and investor communications—the concept of “central administration” is broader and stems directly from corporate/fund legislation. 

In particular, the 2010 Law (Article 88), the 2007 SIF Law (Article 3), and the 2004 SICAR Law (Article 1(3)) require that the central administration of a fund remains located in Luxembourg. This must be understood in light of the Law of 10 August 1915 on commercial companies, which interprets “central administration” as comprising both a decision-making centre and an administrative centre. It goes beyond the technical scope of fund administration. 

Importantly, the responsibility for ensuring that the central administration remains in Luxembourg lies with the fund itself or, where applicable, with its management company/ general partner. This distinction underscores the regulatory expectation that certain key functions cannot be outsourced outside Luxembourg, even where operational tasks are delegated to third parties under the UCIA framework. 

This clarification in Version 4 of the FAQ to CSSF Circular 22/811 aligns with evolving regulatory expectations and aims to strengthen Luxembourg’s position as a well-regulated fund domicile. It also underscores the importance of understanding how regulatory and company law concepts interlink — particularly in structures like SIFs, SICARs, and Part II UCIs. 

 For further details,  please find hereafter the full Q&A document. 

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