Compare two vehicles:

 UCITSUCISIFSICARRAIFSPFSecuritization vehicleUnregulated SCS/SCSpSOPARFI
Practical useHighly regulated vehicle which can
be sold to all types of investors and
cross-border into any other EU
Member State.
Investment funds which do not meet
the criteria set by the EU Directives.
Hedge funds, private equity funds, venture capital funds, real estate funds, crypto funds, infrastructure funds, distressed debt funds, Islamic finance funds, microfinance funds, socially responsible investment funds, tangible assets funds and any other type of alternative funds.Private equity and
venture capital
transactions.
Hedge funds, private equity funds, venture capital funds, real estate funds, crypto funds, infrastructure funds, distressed debt funds, Islamic finance funds, microfinance funds, socially responsible investment funds, tangible assets funds and any other type of alternative funds.Individuals wishing
to optimise their
personal tax
planning (private
wealth management
purposes).
• True sale
and synthetic
securitisations.
• Securitisation
of a portfolio of
securities.
• Securitisation
as structure for intra
group financing
activities.
• Securitisation of
non-performing loans.
• Securitisation of
leasing receivables.
• Real estate securitisations (project financing and real estate financing)
Private equity fund, venture capital fund,
real estate fund, private debt fund, crypto fund , ESG fund / Impact investing fund, infrastructure fund,
pledge fund, micro finance fund, socially responsible fund, tangible assets fund, dedicated family office structure
Holding and financing
activity, commercial
activity, holding of
IP, etc.
Applicable legislationLaw of 17 December 2010
Part I (“UCITS Law”)
Law of 17 December 2010
Part II (“UCI Law”)
Law of 13 February 2007 (“SIF Law”)Law of 15 June 2004 (“SICAR Law”)Law of 23 July 2016 ("RAIF Law")Law of 11 May 2007 (“SPF Law”)Law of 22 March 2004 (“Securitization Law”)Law of 10 August 1915 ("Company Law")Law of 10 August 1915 (“1915 Law”)
Authorisation and supervision by the CSSFYesYesYesYesNoNoNo (unless continuous issues of
securities to the public)
NoNo
Qualification as an AIFNoAlways an AIF.Yes, unless exempt.
It is exempt if it does not raise capital from a number of
investors, with a
view to investing it
in accordance with a
defined investment
policy for the benefit
of those investors.
Yes, unless exempt.
It is exempt if it does
not raise capital
from a number of
investors, with a
view to investing it
in accordance with a
defined investment
policy for the benefit
of those investors.
Always an AIFIn principle, no
(as it would not
be considered as
“raising” capital from
a number of investors
as the structure
generally serves for
the investment of the
private wealth of a
“pre-existing group”
(as defined in the
Esma guidelines on
key concepts of the
AIFMD)).
No, in case
• such vehicle
meets the definition of
“securitisation special
purpose vehicle or
securitisation SPV”
under the AIFM Law;
• it issues
collateralised debt
obligations;
• it only issues debt
instruments;
• such entity is not
managed according to
an investment policy
within the meaning of
the AIFM Law.
Non-AIF, unless
activities fall within
the scope of article 1
(39) of the AIFM Law.
Non-AIF, unless
activities fall within
the scope of article 1
(39) of the AIFM Law.
Exemption
from AIFMD
full regime
under lighter
regime (AIFMD
registration
regime)
Not applicable.Possible.Possible.Possible.No.Not applicable.Possible.Possible.Possible.
External
authorised
AIFM
requirement
Not applicable.Required in case the
entity is an AIF that
is not self-managed
and above the AIFMD
threshold.
Required in case the
entity is an AIF that
is not self-managed
and above the AIFMD
threshold.
Required in case the
entity is an AIF that
is not self-managed
and above the AIFMD
threshold.
Always required.Not applicable.Required in case the
entity is an AIF that
is not self-managed
and above the AIFMD
threshold.
Required in case the
entity is an AIF that
is not self-managed
and above the AIFMD
threshold.
Required in case the
entity is an AIF that
is not self-managed
and above the AIFMD
threshold.
Eligible investorsUnrestricted.Unrestricted.Well-informed investorsWell-informed investorsWell-informed investors.Restricted to:
• natural persons
acting in the context
of the management of
their personal wealth;
• management
entities acting solely
in the interest of
the private wealth
(e.g. trusts, private
foundations); and
• intermediaries
acting for the
account of the above
mentioned eligible
investors (e.g. bank
acting under a
fiduciary agreement).
Unrestricted.Unrestricted.Unrestricted.
Eligible assetsRestricted to
transferable securities
admitted or dealt on
a regulated market,
investment funds,
financial derivative
instruments, cash
and money market
instruments that are
in compliance with
article 41 of the Ucits
law and the relevant
EU directives and
regulations.
Please note that the
eligibility of the asset
must be ascertained
on a case-by-case
basis in view of the
applicable laws and
regulatory practice.
Unrestricted.
The investment
objective and strategy
of the fund is subject
to the prior approval
of the CSSF.
Unrestricted.Restricted to investments in securities representing risk capital.
According to the CSSF Circular 06/241, investment in risk capital is to be understood as the direct or indirect contribution of assets to entities in view of their launch, their development or their listing on a stock exchange.
The SICAR is not allowed to invest directly in real estate (except for its own use or through its participations).
Unrestricted, unless it invests in a portfolio of risk capital (such as a Sicar).Restricted to acquisition, detention, management and realization of financial assets.
The SPF is not allowed to carry out commercial activities or to hold directly real estate (except for its own use or through its participations).
Unrestricted.
Securitization of any kind of risks relating to claims, other assets, or obligations assumed by third parties or inherent to all or part of the activities of third parties.
Unrestricted.Unrestricted.
Risk diversification requirementsRisk diversification requirements are provided by articles 42 et seq. of the UCITS Law, e.g. (not exhaustive):
- a UCITS may invest no more than 10% of its assets in transferable securities or money market instruments issued by the same body;
- a UCITS may not invest more than 20% of its net assets in deposits made with the same body;
- the global exposure relating to derivative instruments does not exceed the total net value of the UCITS portfolio.
Risk diversification requirements are defined by IML Circular 91/75 (as amended by CSSF Circular 05/177). Such requirements are less stringent than the ones applicable to UCITS.
In particular, a UCI is not allowed to invest more than 20% of its net assets in securities issued by any one issuer.
Specific restrictions concerning funds adopting an alternative investment strategy are contained in CSSF Circular n° 02/80.
Risk diversification requirements are
defined by CSSF Circular n° 07/309.
Such requirements are less stringent
than the ones applicable to UCITS
and UCI.
In particular, a SIF is not allowed to
invest more than 30% of its net
assets in securities of the same type
of issuer.
Restricted to
investments
in securities
representing risk
capital.
According to the
CSSF Circular
06/241, investment
in risk capital is to
be understood as
the direct or indirect
contribution of assets
to entities in view
of their launch, their
development or their
listing on a stock
exchange.
The SICAR is not
allowed to invest
directly in real estate
(except for its own
use or through its
participations).
Unrestricted, unless it
invests in a portfolio of risk
capital (such as a Sicar).
Restricted to
acquisition, detention,
management and
realisation of financial
assets.
The SPF is not
allowed to carry out
commercial activities
or to hold directly real
estate (except for its
own use or through its
participations).
Unrestricted.
Securitisation of any
kind of risks relating
to claims, other
assets, or obligations
assumed by third
parties or inherent
to all or part of the
activities of third
parties.
Unrestricted.Unrestricted.
Legal FormForm • FCP
• SICAV (SA)
• SICAF (SA,SCA)
All of these entities
must be open-ended.
• FCP
• SICAV (SA)
• SICAF (SA, Sàrl,
SCA, SCS, SCSp)
The entities may be
open-ended or closed-ended.
• FCP
• SICAV (SA, Sàrl,
SCA, SCoSA, SCS,
SCSp)
• SICAF (SA, Sàrl,
SCA, SCoSA, SCS,
SCSp)
The entities may be
open-ended or closed-ended.
• SA
• Sàrl
• SCA
• SCS
• SCSp
• SCoSA
The entities may be
open-ended or closed-ended.
• FCP
• SICAV (SA, Sàrl, SCA,
SCoSA, SCS, SCSp)
• SICAF (SA, Sàrl, SCA,
SCoSA, SCS, SCSp)
The entities may be openended
or closed-ended.
• SA
• Sàrl
• SCA
• SCoSA
A securitisation
vehicle may be set
up in the form of a
company (SA, Sàrl,
SCA, SCoSA) or a
fund consisting of
one or several coownerships
or one
or several fiduciary
estates and managed
by a management
company.
• SCS
• SCSp
• SA, Sàrl, SCA
• SAS
• SCoSA
• SCS
• SCSp
Umbrella structureYesYesYesYesYesNoYesNoNo
Capital requirements• FCP:
EUR 1,250,000 to be
reached no later than
6 months following
the authorisation by
the CSSF.
• Self managed
SICAV / SICAF:
EUR 300,000 at the
date of authorisation
and EUR 1,250,000
within 6 months
following its
authorisation.
• FCP:
EUR 1,250,000 to be
reached no later than
6 months following
the authorisation by
the CSSF.
• Self managed
SICAV / SICAF:
EUR 300,000 at the
date of authorisation
and EUR 1,250,000
within 6 months
following its
authorisation.
EUR 1,250,000 to be
reached no later than
12 months following
the authorisation by
the CSSF.
EUR 1,000,000 to be
reached no later than
12 months following
the auhorisation by
the CSSF.
• FCP:
EUR 1,250,000 to be
reached within 12 months
from the entry into force
of the management
regulations.
• SICAV:
EUR 1,250,000 to be
reached within 12 months
from the incorporation of
the SICAV.
Depends on the form:
• SA / SCA: EUR
30,000
• Sàrl: EUR 12,000
• SCoSA: no
minimum capital
If the securitisation
vehicle is set up as a
company, it depends
on the form:
• SA / SCA: EUR
30,000
• Sàrl: EUR 12,000
If the securitisation
vehicle is set up as
a fund, there is no
minimum capital
requirement.
No minimum capital requirement.Depends on the form:
• SA / SCA: EUR
30,000
• Sàrl: EUR 12,000
No minimum capital
requirement for other
legal forms.
Required Luxembourg service providers• Management
company in case of
an FCP.
• Depositary
institution.
• Administrative
agent.
• Registrar and
Transfer Agent.
• Approved
statutory auditor.
• Management
company in case of
an FCP.
• Depositary
institution.
• Administrative
agent.
• Registrar and
Transfer Agent.
• Approved
statutory auditor.
Management
company in case of
an FCP.
• Depositary bank
or professional of
the financial sector
providing depositary
services, subject to
conditions.
• Administrative
agent.
• Registrar and
Transfer Agent.
• Approved
statutory auditor.
• Depositary bank
or professional of
the financial sector
providing depositary
services, subject to
conditions.
• Administrative
agent.
• Registrar and
Transfer Agent.
• Approved
statutory auditor.
• Management company
in case of an FCP.
• Depositary bank
or professional of the
financial sector providing
depositary services, subject
to conditions.
• Administrative agent.
• Registrar and Transfer
Agent.
• Approved statutory
auditor.
Registered auditor in
principle not required
unless two of the
following criteria are
met: (i) net turnover
above EUR 8.8 million,
(ii) balance sheet
above EUR 4.4 million
and (iii) average
number of employees
above 50.
However, depending
on the legal form
of the company,
there may be an
obligation to appoint
a commissaire aux
comptes.
• Alternative
Investment Fund
Manager (if the
securitisation vehicle
qualifies as an AIF).
• Management
company (if the
securitisation vehicle
is set up in the form
of a fund).
• Independent
auditor.
• No depository
institution (unless for
regulated securisation
vehicles).
• No administrative
agent.
For SCS:
• Alternative
Investment Fund
Manager (if the SCS
qualifies as an AIF).
• No requirement
to appoint a
depositary (except
if the SCS qualifies
as an AIF and is
managed by a duly
authorised AIFM).
For SCSp:
• Alternative
Investment Fund
Manager (if the SCSp
qualifies as an AIF).
• No requirement
to appoint a
depositary (except
if the SCSp qualifies
as an AIF and is
managed by a duly
authorised AIFM).
Registered auditor in
principle not required
unless the company
is an AIF managed
by an AIFM with AUM
above the threshold
or two of the
following criteria are
met: (i) net turnover
above EUR 8.8 million,
(ii) balance sheet
above EUR 4.4 million
and (iii) average
number of employees
above 50.
However, depending
on the legal form
of the company,
there may be an
obligation to appoint
a commissaire aux
comptes.
Possibility of listingYesYesYesYes, but difficult in practice.YesNoNo. In principle no. The
SCS/SCSp may
however issue debt
securities that are
eligible to be listed on
the stock exchange.
Yes
European passportYes.No, unless it falls under the scope of the full AIFMD regimeNo unless it falls under the scope of the full AIFMD regimeNo, unless it falls under the scope of the full AIFMD regime.YesNo
No, unless it falls under the scope of the full AIFMD regime.Non-AIF, unless activities fall within the scop of article 1 (39) of the AIFM Law. No, unless it falls under the scope of the full AIFMD regime.
Net asset value (NAV) calculation and redemption policyTThe UCITS must make
public the issue, sale
and repurchase price
of their units each
time they issue, sell
and repurchase their
units, and at least
twice a month.
The UCIs must make
public the issue, sale
and repurchase price
of their units each
time they issue, sell
and repurchase their
units, and at least
once a month.
At least once a year for reporting
purposes.
Not required. At least once a year for reporting purposes.Not required. Not required. Not required.Not required.
Corporate income taxNo corporate income taxNo corporate income taxNo corporate income taxGeneral aggregate ate: 24.94%

In certain cases,
reduced corporate
income tax rates may apply. Income derived from transferable
securities (e.g.
dividends received
and capital gains
realised on the sale of shares) is exempt. Income on cash held for the purpose of a future investment is also exempt (for one year).
No income tax, unless investing only in risk capital, then SICAR tax regime applicable.No corporate income tax• General
aggregate rate
for securitisation
companies: 24.94%.

Securitisation
vehicles should be
able to deduct from their gross profits their operational costs
and the dividends or interests distributed to the shareholders / creditors. Therefore securitisation
companies should not generate significant taxable profits and should therefore to a large extent be tax neutral.
No corporate income tax applicable. Municipal business tax of 6.75% applicable in very limited circumstances,
namely in case the
SCS/SCSp (i) carries out a commercial
activity or (ii) is
deemed to carry out a commercial activity.

A SCS/ SCSp is
deemed to carry out a commercial activity if its general partner is a
Luxembourg public or private limited liability company holding at least 5% of the partnership interests.

With a proper
structuring of the
GPs partnership
interest it should be possible to avoid the deemed commercial characterisation of
the SCS/SCSp.
General aggregate
rate: 24.94%, but
100% exemption for
dividends, liquidation
proceeds and capital
gains from qualifying
participations.
Subscription tax• Rate: 0.05% of
the NAV annually.
• Reduction: 0.01%
of the NAV annually in
certain specific cases.
• Tax exemptions:
special institutional
money market cash
funds, special pension
funds (including
pension pooling
vehicles) and funds
investing in other
funds which are
already subject to
subscription tax.
• Rate: 0.05% of
the NAV annually.
• Reduction: 0.01%
of the NAV annually in
certain specific cases.
• Tax exemptions:
special institutional
money market cash
funds, special pension
funds (including
pension pooling
vehicles) and funds
investing in other
funds which are
already subject to
subscription tax.
• Rate: 0.01% of
the NAV annually.
• Tax exemptions:
certain money market and pension funds
or SIFs investing in
other funds which
are already subject to subscription tax.
No subscription tax.• Rate: 0.01% of the NAV annually.
• Exemptions apply.
Annual subscription
tax of 0.25% on the
amount of paid up
capital and issue
premium (if any).
No subscription tax.No subscription tax.No subscription tax.
Wealth taxNo wealth tax.No wealth tax.No wealth tax.No wealth tax.No wealth taxNo wealth tax.No wealth tax.No wealth tax.0.5% on the NAV on 1 January.

Since 2017, this
minimum net wealth tax for holding and
finance companies
(known as the
Soparfis)—the fixed financial assets, intercompany loans,
transferable securities
and cash at bank of which exceed both 90% of their gross assets and EUR 350,000—is fixed at EUR 4,815 per year.

The minimum net
wealth tax for all other corporations has not changed; in other words, it is EUR 535 for companies with a
total balance sheet up to EUR 350,000.
Withholding tax on dividends / interests and capital gainsNot subject to withholding tax except
if EU Savings Directive applies.
Not subject to withholding tax except
if EU Savings Directive applies.
Not subject to withholding tax except
if EU Savings Directive applies.
Not subject to withholding tax except
if EU Savings Directive applies.
Not subject to withholding tax.Not subject to withholding tax except
if EU Savings Directive applies.
Not subject to withholding tax except
if EU Savings Directive applies.
Not subject to withholding tax. Dividends distributed
by a Luxembourg
company are in
principle subject to
withholding tax at a rate of 15%, unless a domestic law exemption or a lower tax treaty rate applies.
Benefit from double tax treaty network• SICAV/SICAF:
Limited to certain
double tax treaties
(see circular L.G.
-A n°61 of the tax
administration of 8
December 2017).
• FCP: see circular
L.G.-A n°61 of the tax administration of 8 December 2017.
• SICAV/SICAF:
Limited to certain
double tax treaties
(see circular L.G.
-A n°61 of the tax
administration of 8
December 2017).
• FCP: see circular
L.G.-A n°61 of the tax administration of 8 December 2017.
• SICAV/SICAF:
Limited to certain
double tax treaties
(see circular L.G.
-A n°61 of the tax
administration of 8
December 2017).
• FCP: see circular
L.G.-A n°61 of the tax administration of 8 December 2017.
Yes in case the
SICAR is set-up as
a corporate entity
(except if set-up
under the form of a SCS/SCSp).
• RAIFs investing in a portfolfio of risk capital (such as a SICAR)
Access if set-up as a corporate entity (except if set-up under the form of a SCS/SCSp).

• RAIFs not investing in
a portfolio of risk capital (such as a SICAR), but setup
as:
SICAV / SICAF: Limited to
certain double tax treaties
(see circular L.G. -A n°61 of
the tax administration of 8
December 2017).
FCP: see circular
L.G.-A n°61 of the tax
administration of 8
December 2017.
NoYes for securitisation
companies.
NoYes
Benefit from the EU Parent Subsidiary DirectiveNoNoNoIn principle yes, but
certain jurisdictions
where the target
companies are
located may
challenge the
application of the
directive.
No, unless RAIF that
invests in a portfolio of risk
capital (such as a SICAR).
NoYesNoYes
Thin capitalization rules (debt-to-equity ratio)Borrowings of up to 10% of net assets to finance redemptions (it should be a short
term borrowing
and cannot be for
investment purposes) or to buy real estate
for its business.
The total borrowing
under the above may not exceed 15% of net assets.
Borrowings of
up to 25% of net
assets without any
restrictions are
allowed.
No debt-to-equity ratio.No debt-to-equity ratio.No debt-to-equity ratio.Tax of 0.25% on the debt that exceeds 8 times the paid-up capital increased by the issue premium.No debt-to-equity ratio.No debt-to-equity ratio.No provision in Luxembourg law.
However, there is a specific administrative practice.