Practical And Legal Impacts Of The New Luxembourg AIFM Law

Implementation of the Directive 2011/61/EC of the European Parliament and of the Council of 8 June 2011 on alternative investment fund managers into Luxembourg law.

As announced within our previous newsletter as of 12 September 2012, Luxembourg has implemented the Directive 2011/61/EC of the European Parliament and of the Council of 8 June 2011 on alternative investment fund managers (the "AIFM Directive").

The draft Law n°6471 has finally been adopted by the Luxembourg parliament on 12 July 2013 (the "Law") and has been published on 15 July 2013 in the Luxembourg Official Gazette (Mémorial). It comes into force the day of its publication in line with the official transposition deadline set on July 22 2013 in the AIFM Directive.

Amendments to Luxembourg Laws

The Law foresees major amendments to several existing Luxembourg laws; the main amendments in particular are going to have an impact on the Luxembourg financial centre and will affect:

The Law of 10 August 1915 on commercial companies, as amended (the "Company Law"), The Law of 15 June 2004 relating to the company in risk capital ("SICAR"), as amended (the "SICAR Law"), The Law of 17 December 2010 concerning Undertakings for Collective Investment ("UCI"), as amended (the "UCI Law"), The Law of 13 February 2007 on Specialised Investment Funds ("SIF"), as amended (the "SIF Law") - which was already amended in March 2012 in order to implement few elements of the AIFM Directive, The Law of 5 April 1993 on the financial sector, as amended (the "PSF Law"), The Law of 13 July 2005 on institutions for occupational retirement as pension savings company with variable capital and pension savings associations ("SEPCAV/ASSEP"), as amended (the "SEPCAV/ASSEP Law"). The New Regime and its consequences on Luxembourg laws

In principle the Law follows the main pillars of the AIFM Directive. Pursuant to the regime introduced by the AIFM Directive, all AIFMs to AIFs with assets exceeding the above mentioned thresholds introduced by the Law (and being exactly the ones already provided for by the AIFM Directive) need to be authorised as AIFMs. The detailed requirements governing the authorisation and supervision as well as ongoing organisational requirements of AIFMs have been defined by the Law, including the details relating to the European passport.

Taking into consideration the different Luxembourg laws, amended by the Law, and to summarise in...