Securitisation in Luxembourg: when is CSSF authorisation required?
Of roughly 1,711 securitisation vehicles active in Luxembourg, 26 are authorised by the CSSF. This page sets out where that line falls, what it costs, and what it requires once the vehicle is incorporated. Financial Services Luxembourg documents, computes and ensures compliance; legal opinions and reserved acts are coordinated with our partner lawyers and notaries.
Securitisation is the operation by which a Luxembourg undertaking acquires or assumes risks relating to receivables, other assets or commitments of third parties, and finances them by issuing financial instruments whose value or return depends on those risks. The vehicle may be divided into compartments.
Amended law of 22 March 2004 on securitisation: art. 1 definition, art. 5 and 62 compartments, art. 19 authorisation, art. 48 and 49 audit of the accounts, art. 50 securitisation funds, art. 89 and 90 tax regime. The continuous-basis criterion was quantified by the law of 25 February 2022.
Key takeaway
- Authorisation is owed only where issues exceed three a year AND are made to the public.
- Each compartment forms a separate estate, enforceable against creditors.
- Tax neutrality is a deduction mechanism, not an exemption status.
Is CSSF authorisation required for a securitisation company?
No, in the large majority of cases. Authorisation is owed only where two conditions are met together: more than three issues per calendar year, and issues made to the public. Either one alone triggers nothing. At 31 December 2025, only 26 undertakings were authorised.
When is a securitisation issue made to the public?
An issue is not made to the public in three cases, and any one of the three removes the authorisation requirement.
- Subscribers are exclusively professional clients within the meaning of MiFID.
- Unit denomination of 100,000 euros or more.
- The issue is carried out as a private placement.
- Financing by loan is not an issue within the meaning of article 19.
How do compartments work in a securitisation vehicle?
Each compartment forms a separate estate. The articles may empower the management body to create compartments, each corresponding to a distinct part of the assets. A compartment’s assets answer exclusively for the rights of investors and creditors arising from that compartment.
What annual duties apply to a securitisation vehicle?
Five duties recur in each financial year, whether or not the securitisation vehicle is authorised by the CSSF.
- Keep separate accounting records per compartment from incorporation.
- Draw up annual accounts and file them with the RCS within six months of year end.
- Have the accounts audited by an approved statutory auditor, article 48.
- File corporate income tax, municipal business tax and net wealth tax returns.
- Submit statistical reporting to the Banque centrale du Luxembourg.
Is a Luxembourg securitisation vehicle tax-neutral?
Neutrality by design, not exemption. A securitisation company is fully taxable, but commitments assumed towards investors and any other creditor rank as operating expenses, which reduces the taxable base to a residue. Securitisation companies are also excluded from net wealth tax.
Securitisation company or securitisation fund, which one?
The company covers almost all active vehicles. The securitisation fund requires a management company but owes no subscription tax.
| Criterion | Securitisation company | Securitisation fund |
|---|---|---|
| Minimum capital | EUR 30,000 for an SA, EUR 12,000 for a SARL | No share capital |
| Management | Its own management body | Management company required |
| Tax regime | Commitments deductible, art. 46 LITL | Common fund regime, art. 50 |
| Subscription tax | Not applicable | Not due, art. 50 |
| Audit | Approved statutory auditor, art. 48 | Approved statutory auditor, art. 48 |
Who this is for
- Private debt and receivables-portfolio managers
- Arrangers structuring access to an asset class
- Groups refinancing assets or ring-fencing risks
- Family offices structuring a dedicated investment vehicle
What we do
- Keeping the books per compartment, from incorporation onwards
- Drawing up the annual accounts and filing them with the trade register
- Tax returns and statistical reporting for the vehicle
- Preparing the audit file for the approved statutory auditor
- Coordinating the timetable with the notary and legal counsel
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Official sources and verification
This page is written and reviewed by Mickaël LOC, licensed accountant in Luxembourg (business permit 10077274). The rules cited can be checked with the competent authorities.
Frequently asked questions
How many issues can I make without CSSF authorisation?
Up to three per calendar year without meeting the continuity criterion. Beyond that, authorisation is owed only if the issues are also made to the public.
Does an issue reserved to professional investors count as an issue to the public?
No. An issue subscribed exclusively by professional clients within the meaning of the markets in financial instruments directive is not an issue to the public.
Is a denomination of 100,000 euros enough to avoid authorisation?
Yes, on its own. A unit denomination of 100,000 euros or more removes the qualification as an issue to the public, whatever the number of issues.
Can a securitisation vehicle actively manage its portfolio?
Yes since the 2022 reform, for a debt portfolio, and provided the instruments issued are not offered to the public.
Can a vehicle be financed by loan rather than by issuing securities?
Yes since 2022. Financing by borrowing is admitted where the value or return depends on the securitised assets. It is not an issue within the meaning of article 19.
Does a securitisation fund pay subscription tax?
No. Article 50 subjects the securitisation fund to the accounting and tax regime of common funds, with the express exception of subscription tax, which is not due.
Can one compartment be wound up without affecting the others?
Yes. The rights of investors and creditors attached to a compartment are limited to the assets of that compartment, under article 62.
Is an approved statutory auditor required even without CSSF authorisation?
Yes. Article 48 requires the accounts of any securitisation undertaking to be audited by an approved statutory auditor, and article 49 removes the option of appointing a supervisory auditor.
Which amounts are fixed by the texts?
The minimum capital of the chosen corporate form, being EUR 30,000 for a public limited company and EUR 12,000 for a private limited company, the fixed contribution duty of article 51 and the registration exemption of article 52. Notary, audit and domiciliation fees are negotiated.
Is tax neutrality definitively settled?
On the principle of deductibility of commitments, yes. On the exemption from the interest limitation rule, case C-138/24 remains pending before the Court of Justice of the European Union, the Advocate General having concluded on 18 June 2026 in favour of Luxembourg.
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