Luxembourg is the natural home for alternative investment fund managers seeking scale and EU distribution. Whether you need your own CSSF-authorised AIFM, a lighter registered (sub-threshold) structure, or a third-party “Super” ManCo to carry the regulatory burden while you keep control of the strategy, the route you choose shapes your cost, timeline and passport. Leroy & Goldbach designs the structure around your fund, prepares a credible authorisation file, and stands up the governance, substance and delegation framework the regulator expects — so you can focus on raising and deploying capital.
| Regulator | Commission de Surveillance du Secteur Financier (CSSF). |
|---|---|
| Legal basis | Law of 12 July 2013 on alternative investment fund managers (transposing AIFMD), as amended. |
| Authorisation timeline | CSSF decision within 3 months of a complete file, extendable by a further 3 months; plan realistically for c. 4–6 months from submission. |
| Registration vs authorisation | Sub-threshold managers (AuM ≤ €100m leveraged, or ≤ €500m unleveraged with 5-year lock-up) may register rather than seek full authorisation. |
| Own funds | External AIFM: initial capital of €125,000, plus additional own funds scaled to assets under management. |
| Substance | Luxembourg presence with at least two full-time conducting officers, plus genuine governance, risk and compliance functions. |
| Scope / passport | EU marketing passport to professional investors; portfolio and risk management, plus ancillary functions. |
| Delegation | Portfolio or risk management may be delegated to a qualified manager, with the AIFM retaining oversight and full regulatory responsibility. |
We start from your strategy and investor base, then recommend the right vehicle: your own authorised AIFM, a registered sub-threshold manager, or delegation to a third-party Super ManCo. We prepare the full CSSF file — programme of activity, governance, own-funds and substance plan, risk and compliance framework, valuation and delegation arrangements — and manage the regulator relationship through to authorisation. Where you use a Super ManCo, we negotiate the delegation and service agreements so you keep control of the investment strategy while the ManCo carries the licence. Fixed fees, senior partners, no hand-offs.
It depends on your size, strategy and appetite for building substance. A third-party (Super) ManCo lets you launch faster and lighter while it holds the licence and you retain the investment strategy under a delegation; your own AIFM gives you full control but requires capital, staff and governance. We advise objectively on both.
The CSSF must decide within three months of receiving a complete application, extendable by a further three months. In practice, allow roughly four to six months from submission, plus the preparatory work of building the file and substance.
Managers below the de minimis thresholds (AuM of €100 million with leverage, or €500 million unleveraged with a five-year lock-up) can register with the CSSF rather than obtain full authorisation. Registration is faster and lighter but does not grant the EU marketing passport.
An external AIFM needs initial capital of €125,000, plus additional own funds that scale with assets under management.
The CSSF expects genuine substance: at least two conducting officers running the business full-time, real premises, and functioning governance, risk management and compliance. A letterbox arrangement is not acceptable.
Yes. Portfolio or risk management can be delegated to a qualified manager, so a non-EU or non-Luxembourg team can keep running the strategy while the Luxembourg AIFM retains oversight and full regulatory responsibility. The delegation must be justified and not turn the AIFM into a letterbox.
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