TAX, 02Aut. 10077274 · 142 Boulevard de la Pétrusse, Luxembourg

Securitisation vehicle in Luxembourg, ring-fence, finance, distribute risk.

Securitisation turns assets or risks into securities funded by investors, through a dedicated Luxembourg vehicle. The law of 22 March 2004, modernised in 2022, makes it a flexible, tax-neutral framework. We structure and administer the vehicle. FSL documents, computes and ensures compliance; legal opinions and reserved acts are coordinated with our partner lawyers and notaries.

In short

Securitisation is the operation by which a Luxembourg vehicle (securitisation company or fund) acquires assets or risks and finances them by issuing securities or borrowing. The vehicle can be compartmentalised, each compartment ring-fencing a portfolio and its investors.

Legal basis

Law of 22 March 2004 on securitisation, modernised by the law of 25 February 2022 (active management of certain portfolios, financing without issuing securities, ranking of security interests). Tax neutrality: commitments to investors are in principle deductible.

Key takeaway

  • The securitisation vehicle ring-fences assets and risks, often by compartment.
  • The 2022 reform eased active management and financing.
  • The regime aims for tax neutrality via deductibility of commitments.

Who this is for

  • Private debt and receivables-portfolio managers
  • Investors structuring access to an asset class
  • Groups refinancing assets or ring-fencing risks
  • Family offices structuring a dedicated investment vehicle

What we do

  • Structuring of the vehicle (company or fund) and compartments
  • Tax-neutrality and investor-commitment scoping
  • Accounting set-up and per-compartment reporting
  • Substance, governance and compliance
  • Coordination of issuance documentation with legal counsel

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Preparation checklist

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FAQ

Frequently asked questions

What is a Luxembourg securitisation company?
A vehicle governed by the law of 22 March 2004 that acquires assets or risks and finances them by issuing securities or borrowing, most often organised into independent compartments.
What did the 2022 reform change?
The law of 25 February 2022 modernised the regime: active management of certain portfolios (notably debt), financing by borrowing without issuing securities, and clarification of the ranking of security interests.
Is securitisation tax-neutral?
The regime aims for neutrality: commitments to investors (interest, returns on debt/equity instruments) are in principle deductible, reducing the vehicle's taxable base. We scope the application case by case.
Is CSSF authorisation required?
Only vehicles issuing securities to the public on a continuous basis are subject to CSSF authorisation; most securitisation vehicles are not. We check your situation.
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