Regulated, indirectly regulated, unregulated
The three labels are market language. The law and the CSSF speak of funds authorised under a product law — the UCI law for UCITS and UCI Part II funds, the SIF law and the SICAR law — and of non-authorised AIFs, a group that includes the RAIF (Circular CSSF 25/894; CSSF FAQ on the AIFM law, Q1.B). We use the market terms because they say who looks at what: for a regulated fund the CSSF reviews the fund itself, approves its constitutive documents and its depositary before it starts, and supervises it afterwards.
A RAIF is indirectly regulated: no regulator approves the fund, but its manager must be an authorised AIFM supervised by its own regulator. An unregulated vehicle has no product law behind it. Unregulated does not mean free of rules: if the vehicle is an AIF, the AIFM law applies to its manager, and company law and tax law apply in any event.
UCITS
UCITS are the EU's retail fund: open to every investor and, after one notification to the CSSF, sold across the EU; the CSSF transmits the complete file to the host authority within ten working days (UCI law Article 54). The CSSF authorises the fund before it starts and approves its constitutive documents and its depositary, which must be a credit institution (Articles 17, 129).
Part I of the UCI law fixes what a UCITS may hold and in what proportions: eligible assets, in principle no more than 10% in one issuer, and holdings above 5% limited to 40% together (Articles 41, 43). Net assets must reach EUR 1,250,000 within six months of authorisation (Articles 23, 27). A UCITS is an FCP or an investment company in SA form, run by a UCITS management company unless it is a self-managed SICAV. Compartments are possible.
UCI Part II funds
A UCI Part II fund is always an AIF (UCI law Article 88-1). It is authorised by the CSSF and is the only type of AIF that can be marketed to any type of retail investor in Luxembourg (AIFM law Article 46; CSSF FAQ on the AIFM law, Q11.D). That makes it the domestic retail route for strategies a UCITS cannot follow.
Since 19 December 2025 Circular CSSF 25/901 sets its limits: if it can be sold to retail investors, 25% of assets or commitments in one investment (50% in one infrastructure investment); if reserved to well-informed or professional investors, 50% (70%). Funds authorised before that date may keep the rules they applied. Net assets must reach EUR 1,250,000 within 12 months of authorisation (Article 90). Outside Luxembourg an authorised EU AIFM has the marketing passport for professional investors only; retail investors in other Member States can be reached only where the host State allows it.
SIF
The specialised investment fund is authorised and supervised by the CSSF and reserved to well-informed investors. The SIF law requires the spreading of risk but contains no list of eligible assets, which makes the SIF the flexible regulated fund for almost any strategy (SIF law Articles 1, 42).
On 19 December 2025 Circular CSSF 25/901 replaced the former 30% limit: a SIF may now hold up to 50% in one investment and 70% in one infrastructure investment; SIFs authorised earlier may keep the rules they applied. The minimum of EUR 1,250,000 must be reached within 24 months of authorisation (Articles 21, 27, 39). A SIF is an AIF only if it meets the definition in the AIFM law; it then needs an authorised AIFM or, below the thresholds, a registered one.
SICAR
The investment company in risk capital is authorised and supervised by the CSSF and reserved to well-informed investors, but it may invest only in risk capital: the direct or indirect contribution of assets to entities with a view to their launch, development or listing (SICAR law Article 1). Circular CSSF 25/901 tests this by the intention to develop the target, a specific risk beyond market risk and an exit strategy (points 23–24).
In return, the law requires no spreading of risk. The minimum is EUR 1,000,000, to be reached within 24 months of authorisation (Article 4). A SICAR takes the form of an SCS, SCSp, SCA, S.à r.l., SA or cooperative in SA form; an FCP is not available. Real estate and infrastructure are eligible only through intermediary vehicles or real-estate funds and on the conditions of the circular.
RAIF
The reserved alternative investment fund is neither authorised nor supervised by the CSSF, and its offering document must say on the cover page that it is not supervised by a Luxembourg authority (RAIF law Article 39). Instead, it must appoint an external authorised AIFM, established in Luxembourg, in another Member State or, under the AIFMD, in a third country; that manager is supervised by its own regulator (Article 4). A registered sub-threshold manager cannot run a RAIF.
A RAIF is recorded by notarial deed and entered within 20 working days on a list kept by the Luxembourg business register (Article 34). It needs a depositary and a central administration in Luxembourg (Articles 3, 5), is reserved to well-informed investors and must reach EUR 1,250,000 within 24 months of its constitution (Articles 20, 25, 28, 32). Risk must be spread, though the law sets no figures, unless the RAIF opts to invest only in risk capital (Article 48). If its AIFM goes and is not replaced within two months, the directors must ask the court to dissolve it (Article 4(3)).
Unregulated partnerships and companies
An SCS, SCSp or SCA under the Law of 10 August 1915, or an S.à r.l. or SA used as an investment vehicle, can be a fund without any product law. The CSSF does not approve the vehicle. An SCSp has no separate legal personality, and its terms are set by the partnership agreement. The SCS and SCSp have no minimum capital; the S.à r.l. needs EUR 12,000 and the SA and SCA EUR 30,000.
If the vehicle raises capital from a number of investors to invest under a defined investment policy, it is an AIF whatever its legal form, and it needs an AIFM (AIFM law Articles 1(39), 4). With an authorised AIFM it has a depositary and can use the marketing passport for professional investors. The CSSF treats non-authorised AIFs other than the RAIF as limited in principle to professional investors (FAQ Q11.D, Q12). Compartments are available today only under the product laws; bill 8814, before Parliament in November 2026, would open them to the SCS and SCSp with an authorised AIFM.
The manager: authorised or registered
Every Luxembourg AIF has a single AIFM: an external manager or, where its legal form allows, the fund itself (AIFM law Article 4). With an authorised AIFM the whole AIFM law applies, including the depositary requirement and the marketing passport for professional investors. UCITS sit outside this layer and have their own UCITS management company regime.
A manager may register with the CSSF instead if its assets under management, counted at group level, do not exceed EUR 100 million including leverage, or EUR 500 million where its AIFs are unleveraged with no redemption rights for five years (Article 3). If the thresholds are exceeded other than temporarily, it must apply for authorisation within 30 calendar days. A registered manager has no marketing passport unless it opts in to the whole law, and it cannot manage a RAIF, an ELTIF or a UCI Part II fund formed as an SCA, SCS or SCSp (UCI law Article 93(1)).
EU labels: ELTIF, EuVECA, EuSEF and money market funds
These are not legal forms. The CSSF authorises an existing EU AIF as an ELTIF; an authorised EU AIFM must manage it, and it may be marketed across the EU with a passport to professional investors and, after a suitability assessment, to retail investors (Regulation (EU) 2015/760, Articles 6, 30, 31). The CSSF shows UCI Part II funds, SIFs, SICARs, RAIFs and other AIFs as possible ELTIFs, but not UCITS.
EuVECA and EuSEF are designations for venture capital and social entrepreneurship funds with at least 70% in qualifying investments. The manager may be registered or authorised, investors must be professional or commit at least EUR 100,000 and confirm the risks in a separate document, and the registration is valid across the EU (Regulations (EU) No 345/2013 and 346/2013). A money market fund is a product authorisation added to a UCITS or an AIF (Regulation (EU) 2017/1131).
Tax at fund level
UCITS, UCI Part II funds, SIFs and RAIFs on the ordinary route pay no corporate income tax, municipal business tax or net wealth tax, only an annual subscription tax on net assets: 0.05% for UCITS and UCI Part II funds, 0.01% for their money market funds and institutional classes, 0.01% for SIFs and RAIFs. Exemptions include ELTIFs and, since 1 January 2025, UCITS exchange-traded funds (UCI law Articles 173–175; SIF law Articles 66, 68; RAIF law Articles 45, 46).
A SICAR, and a RAIF investing only in risk capital, pay no subscription tax. In corporate form they are not taxed on income and gains from transferable securities, remain taxable on other income and pay the minimum net wealth tax. An unregulated SCS or SCSp is tax transparent; if it is an AIF it is deemed not to carry on a commercial activity, unless a capital company that is general partner holds at least 5% of the interests (LIR Article 14; Circular L.I.R. 14/4). An unregulated S.à r.l. or SA is taxed like any other company.
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