Unregulated funds in Luxembourg: what actually applies.
A Luxembourg vehicle governed by no product law is still inside a regime. This page sets out which one, before which authority and on what deadline, then where the accounting work sits and which acts belong to a licensed professional.
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An unregulated fund in Luxembourg is an investment vehicle governed by no domestic product law. It is neither a specialised investment fund, nor an investment company in risk capital, nor a reserved alternative investment fund, nor a Part II undertaking, and it is not authorised by the CSSF. Its manager's own status must be assessed separately.
AIFM Law of 12 July 2013, as amended by the law of 3 March 2026 transposing AIFMD II, Directive (EU) 2024/927, in force since 16 April 2026. SCS and SCSp governed by the amended law of 10 August 1915. Anti money laundering duties under the law of 12 November 2004. Central administration of non-authorised AIFs addressed by Circular CSSF 25/894 of 27 June 2025.
Key takeaway
- Unregulated at product level does not mean unsupervised: the manager stays with the CSSF and the fund answers to the Registration Duties Authority for anti money laundering.
- For a Luxembourg non-authorised AIF, reserved alternative investment funds included, central administration must sit in Luxembourg with an entity authorised to provide UCI administration services.
- Tax transparency does not settle municipal business tax: qualification as an AIF is what neutralises the 5 percent general partner rule of Circular L.I.R. no 14/4.
- Bill 8814, tabled on 30 July 2026, would open statutory compartments to partnership AIFs managed by an authorised EU manager, which closes that regime to below-threshold registered managers.
Further reading: RAIF, SIF and SICAR, SCSp, fund accounting and securitisation.
Is an unregulated fund supervised in Luxembourg?
Yes, but not at product level. An unregulated fund sits outside Luxembourg product laws and outside CSSF product authorisation. Its manager stays within the scope of the law of 12 July 2013, and the fund answers to the Registration Duties Authority for anti money laundering supervision.
Who supervises an unregulated fund in Luxembourg?
No authority supervises the product. The CSSF supervises the manager, and the Registration Duties Authority supervises the fund for anti money laundering purposes.
| Subject of supervision | Authority | Basis |
|---|---|---|
| The fund as a product | No prudential authority | No Luxembourg product law applies |
| The manager | CSSF | Law of 12 July 2013, registration or authorisation |
| Anti money laundering | Registration Duties Authority | Law of 12 November 2004 and CSSF Regulation 12-02 |
| Beneficial owners | Luxembourg Business Registers | Law of 13 January 2019 |
| Annual accounts and filing | Trade and Companies Register | Amended law of 19 December 2002 |
What duties apply to an unregulated fund in Luxembourg?
Six duties recur every year with no product authorisation at all: anti money laundering governance, filings with the Registration Duties Authority, beneficial owners and annual accounts.
- Appoint a compliance officer and a responsible member of management.
- Document a money laundering risk assessment covering investors and assets.
- File the annual anti money laundering questionnaire with the Registration Duties Authority.
- File the signed annual compliance officer report.
- Declare and keep beneficial owner data current in the 2019 register.
- Approve the annual accounts within six months and file them the following month.
Where must the central administration of a non-authorised fund sit?
In Luxembourg, with an entity authorised to provide undertaking for collective investment administration services. Version 2 of the question and answer document to Circular CSSF 25/894, dated 3 October 2025, confines that requirement to Luxembourg non-authorised AIFs, reserved alternative investment funds included.
Does an SCSp pay Luxembourg municipal business tax?
No, where it qualifies as an alternative investment fund under the law of 12 July 2013. Failing that, Circular L.I.R. no 14/4 of 9 January 2015 deems it to carry on a commercial activity once a general partner that is a capital company holds at least 5 % of the partnership interests.
Is an unregulated SCSp really outside supervision?
No. The decisive test is not the vehicle but what it does. Where the SCSp raises 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, it qualifies as an alternative investment fund under the law of 12 July 2013, and its manager enters the AIFM regime by registration or authorisation.
The law of 3 March 2026, published on 9 March 2026 and in force since 16 April 2026, transposed Directive (EU) 2024/927, known as AIFMD II, together with UCITS VI. Certain enhanced supervisory reporting requirements apply from 16 April 2027. Market content written before March 2026 describes a framework that has since moved. The registration thresholds themselves are set out on our AIFM and management company page.
What Circular CSSF 25/894 requires, and where central administration must sit
Circular CSSF 25/894 of 27 June 2025 governs the information to be submitted to the CSSF in relation to funds it has not authorised, including Luxembourg AIFs set up without prior CSSF authorisation. The duty falls on the authorised manager, not on the fund, and it is event driven: within ten business days of the fund being set up, within ten business days of signing an agreement on a change of service provider, and on cessation of management.
Version 2 of the related question and answer document, dated 3 October 2025, carries the point that matters most to an initiator. For a Luxembourg non-authorised AIF, reserved alternative investment funds included, central administration must be located in Luxembourg with an entity authorised to provide undertaking for collective investment administration services. For a non-Luxembourg AIF other than a RAIF, it may sit outside Luxembourg. This is a structuring decision, not a first-cut-off decision.
Anti money laundering: why the counterparty is the AED, not the CSSF
An unregulated alternative investment fund is not supervised by the CSSF for anti money laundering purposes. That competence belongs to the Registration Duties, Estates and VAT Authority, which runs a dedicated anti money laundering supervision programme covering prevention, administrative sanctions and on-site inspection.
The recurring duties are governance, a documented risk assessment, an annual questionnaire and an annual signed compliance officer report, alongside the beneficial owner register and, for the vehicles that owe them, the annual accounts. The filing calendar is published each year and the deadlines differ between reserved alternative investment funds and other unregulated AIFs, so the applicable date should be checked for the year in question rather than assumed.
Tax transparency, municipal business tax and the 5 percent rule
An SCS or SCSp is tax transparent and is not subject to corporate income tax, results being taxed at partner level according to each partner's own regime and residence. The costly question lies elsewhere, in municipal business tax.
Circular L.I.R. no 14/4 of 9 January 2015 sets out article 14(4) of the income tax law: a partnership is deemed to carry on a commercial activity where at least one general partner is a capital company holding at least 5 percent of the partnership interests, even absent any real commercial activity. The same circular holds that a partnership qualifying as an alternative investment fund under the law of 12 July 2013 is deemed not to carry on a commercial activity, its object being an investment object. Qualification as an AIF therefore neutralises the 5 percent rule.
What Bill 8814 would change on compartments
Bill no 8814, tabled before the Chamber of Deputies on 30 July 2026, would introduce an article 28bis into the law of 12 July 2013, allowing SCS and SCSp that qualify as AIFs outside Luxembourg product laws to create statutory compartments within a single legal entity, with ring fencing of assets and liabilities, independent liquidation of a compartment, cross investments without reciprocity, and the option of a separate annual report per compartment including aggregated information.
Two conditions apply. The constitutive documents must expressly provide for the compartment structure and for each compartment's investment policy. The vehicle must be managed by a manager authorised in Luxembourg or in another member state, which closes the regime to below-threshold registered managers and to third country managers. The bill is in parliamentary procedure, may be amended, and has no known entry into force: it is set out here because it bears on structuring decisions being taken now, not as settled law.
Where Financial Services Luxembourg fits, and where it does not
Financial Services Luxembourg is a licensed accountant under the law of 2 September 2011, holding business permit no 10077274 issued by the Ministry of the Economy. The firm acts for the general partner or the registered manager on the accounts of the vehicle and its holding subsidiaries.
We keep the books of the vehicle and prepare the elements required for the net asset value calculation. The manager, general partner or AIFM, validates the valuation and approves the final NAV. We do not act as alternative investment fund manager, depositary, registrar and transfer agent, undertaking for collective investment central administration, statutory auditor or legal adviser. Those functions belong to licensed professionals we work alongside, and domiciliation is handled by our partner Cerno Law Firm.
Below-threshold SCSp against RAIF: what actually separates them
| Point of comparison | SCSp AIF, registered manager | RAIF |
|---|---|---|
| Product law | None | Law of 23 July 2016 |
| CSSF product authorisation | No | No, article 39 of the 2016 law |
| Official list | None | Held by the Trade and Companies Register, article 34(3) |
| Manager | Registered under article 3(2) | External authorised manager, article 4(2) |
| Depositary | Not imposed by the AIFM Law, article 19 being inapplicable | Luxembourg depositary, article 5(2) |
| Approved statutory auditor | Follows the size criteria of the law of 19 December 2002 | Required, article 43(1) |
| Central administration in Luxembourg | Required where the manager is authorised in Luxembourg | Required, with an authorised entity |
| Subscription tax | None | 0.01 percent, article 46(1) |
Sources: official texts cited on this page. Summary: Financial Services Luxembourg, licensed accountant.
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
- General partners and registered managers looking for a bookkeeping provider
What we do
- Bookkeeping for the vehicle and its holding subsidiaries, in Lux GAAP or IFRS
- Preparation of the valuation inputs and of the statements used at each cut-off
- Limited-partner capital accounts, capital calls and distributions along the waterfall
- Annual accounts and filing with the Trade and Companies Register for vehicles that owe them (SARL, SA, SCA); for an SCSp, the capital accounts and the investor statements the partnership agreement provides for
- Preparation of the inputs the manager needs for reporting and tax filings
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The process, step by step
Scoping
Review of the vehicle, its documentation, the accounting framework, the cut-off frequency and the parties involved. Where the manager is authorised, it notifies the CSSF within ten business days of the fund being set up.
Set-up
Chart of accounts, capital-account model, reporting templates and closing calendar aligned with the manager and the investors.
Run
Bookkeeping, capital calls and distributions, preparation of the valuation inputs, data feeding the manager's reporting.
Year-end
For a vehicle set up as a SARL, SA or SCA, annual accounts approved within six months of year end and filed with the Trade and Companies Register within the following month, with audit support where the size criteria call for an approved statutory auditor. For an SCSp, no annual accounts are drawn up or filed: the year-end deliverable is the set of capital accounts and investor statements provided for in the partnership agreement.
Official sources and verification
This page is published under the editorial responsibility of Mickaël LOC for Financial Services Luxembourg (business permit 10077274). The rules cited should be checked against competent authorities and the circumstances of the case.
Frequently asked questions
Is an SCSp a regulated fund?
No at product level. An SCSp is governed by no Luxembourg product law and is not authorised by the CSSF. It can still qualify as an alternative investment fund, in which case its manager falls under the law of 12 July 2013, by registration or by authorisation.
Who supervises an unregulated fund in Luxembourg?
No authority supervises the product. The CSSF supervises the manager. The Registration Duties, Estates and VAT Authority supervises the fund for anti money laundering purposes, with an annual questionnaire and an annual signed compliance officer report.
Does an unregulated fund need a depositary?
Not under the AIFM Law where the manager is registered below the thresholds, article 19 being inapplicable to it. The duty may still arise from the fund documentation or from investor requirements. Where the manager is authorised, a depositary must be appointed.
Do you act as the fund's central administration?
No. Central administration of an undertaking for collective investment is a reserved activity carried out by an entity authorised for it. We keep the books of the vehicle for the general partner or the manager, and we prepare the elements used for the valuation, which the manager validates.
Do you calculate the net asset value?
We prepare the elements required for its calculation from the books we keep. Validating the valuation and approving the final NAV belong to the manager, general partner or AIFM. We do not act as registrar and transfer agent either.
Must an SCSp file annual accounts?
No. Article 25 of the amended law of 19 December 2002 excludes the special limited partnership from the chapter that imposes annual accounts, and no implementing regulation requires a filing with the Trade and Companies Register. The SCSp still keeps proper books (article 8 of the Commercial Code) and reports to its partners under the partnership agreement. An unregulated vehicle set up as a SARL, SA or SCA is different: it approves its annual accounts within six months of year end and files them within the following month, in Lux GAAP or, by option, IFRS as adopted by the European Union.
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