Unregulated fund administration in Luxembourg: SCSp and below-threshold AIF.
A Luxembourg vehicle that is not a CSSF product-supervised fund can still qualify as an alternative investment fund (AIF), which brings its manager within the scope of the AIFM regime. We provide the operational administration of these vehicles, accounting, NAV, LP capital accounts and investor reporting, without acting as the AIFM, the depositary or the auditor.
Unregulated fund administration covers the operational functions of a Luxembourg vehicle that is not subject to a product-level CSSF authorisation, typically a special limited partnership (SCSp) or a common limited partnership (SCS) used as an AIF: bookkeeping, calculation of net asset value where applicable, limited-partner capital accounts, capital calls and distributions, and investor and regulatory reporting. It is distinct from portfolio management (AIFM) and from reserved legal and depositary functions.
AIFM Law of 12 July 2013, as amended (transposing AIFMD and AIFMD II, Directive (EU) 2024/927). SCS/SCSp governed by the amended law of 10 August 1915 (SCSp introduced by the law of 12 July 2013). Below-threshold managers fall under the Article 3 registration regime; product regimes (RAIF, SIF, SICAR, Part II) are governed by their own laws. Scope to be confirmed case by case.
Key takeaway
- Unregulated at product level does not mean outside the AIFM regime: the manager may fall within it and be registered or authorised depending on assets under management and structure.
- Below-threshold registration under Article 3 broadly applies below EUR 100m with leverage, or EUR 500m for unleveraged closed-ended structures with a five-year lock-up.
- Depositary and auditor requirements depend on the product regime and the manager's authorisation status, not simply on the fact that a vehicle is an AIF.
- We provide operational administration only; the AIFM, depositary, auditor and legal counsel keep their reserved functions.
Is an unregulated SCSp really unregulated?
An SCSp can sit outside a Luxembourg product-supervision regime while still qualifying as an alternative investment fund. In that case, its manager may fall within the AIFM Law and may be subject to registration or authorisation depending on the structure, the investors, the strategy, the use of leverage and the assets under management.
The distinction that matters is threefold: a product-regulated AIF (RAIF, SIF, SICAR, Part II), an AIF that is unregulated at product level, and a structure that falls outside the AIFM regime altogether. These are not interchangeable, and the applicable obligations differ accordingly.
Registered AIFM vs authorised AIFM
Below the thresholds, a manager can operate under the Article 3 registration regime rather than full AIFMD authorisation. Broadly, registration is available where assets under management remain under EUR 100 million with leverage, or under EUR 500 million for unleveraged closed-ended structures with a five-year lock-up. Above these thresholds, or by opt-in, full authorisation applies.
An SCSp that qualifies as an AIF cannot be its own internal AIFM in the way a corporate vehicle might; it operates with an external AIFM, which may be the general partner or a third party depending on the set-up. AIFMD II (Directive (EU) 2024/927) has been transposed into Luxembourg law and updates parts of the framework, including delegation and liquidity management; the applicable details should be confirmed with your AIFM or legal counsel.
What fund administration actually covers
Fund administration is the operational backbone of the vehicle: maintaining the books in Lux GAAP or IFRS, calculating NAV where the documentation provides for it, running limited-partner capital accounts, processing capital calls and distributions along the waterfall, and producing the data that feeds investor and regulatory reporting.
We deliver these functions for the vehicle and its SPVs, in coordination with the AIFM, the depositary where one is appointed, and the approved auditor. Reserved acts stay with the relevant professionals; we do not perform portfolio management, custody or statutory audit.
Where Financial Services fits, and where it does not
Financial Services acts as a licensed accountant. Our role is the accounting and administration layer: fund accounting, NAV support, LP accounts, capital calls and distributions, investor reporting inputs and audit support.
We do not act as the AIFM, the depositary or the auditor, and we do not provide legal advice. Where a function is reserved, we work alongside the professional who holds it, so responsibilities stay clearly allocated.
Below-threshold SCSp/AIF vs RAIF (indicative, to be confirmed legally)
| Function | Below-threshold SCSp / AIF | RAIF |
|---|---|---|
| Product directly CSSF-supervised | Generally no | Not directly (relies on an authorised AIFM) |
| AIFM | Registered or authorised, case by case | Authorised AIFM required |
| Depositary | Depends on the applicable regime | Required |
| Approved auditor | Depending on regime / LPA / conditions | Required |
| Fund accounting | Yes | Yes |
| LP capital accounts | Per the LPA | Yes |
| NAV | Per the documentation | Yes |
Who it is for
- Private equity, venture capital and private debt GPs using an SCSp
- Managers of below-threshold AIFs under the Article 3 registration regime
- Fund initiators structuring SPVs and holding tiers under a partnership
- AIFMs and ManCos outsourcing fund accounting and LP administration
What we do
- Fund accounting in Lux GAAP or IFRS, at the vehicle and SPV level
- NAV calculation where the documentation provides for it
- Limited-partner capital accounts, capital calls and distributions (waterfall)
- Investor and regulatory reporting inputs, coordinated with the AIFM
- Interface with the AIFM, depositary and approved auditor, without substituting for them
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Preparation checklist
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The process, step by step
Scoping
Review of the vehicle, its documentation (LPA), accounting framework, NAV frequency and the parties involved (AIFM, depositary, auditor).
Set-up
Chart of accounts, LP register and capital-account model, reporting templates and cut-off calendar aligned with the AIFM and investors.
Run
Bookkeeping, NAV where applicable, capital calls and distributions, periodic investor and regulatory reporting.
Year-end
Annual accounts preparation, audit support with the approved auditor, regulatory and tax filings coordination.
Frequently asked questions
Is an SCSp a regulated fund?
Do you act as the AIFM or the depositary?
When is a depositary required?
What are the below-threshold limits?
Which framework do you keep the accounts in?
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