The Luxembourg securitisation vehicle is one of Europe's most versatile structuring tools, letting sponsors transform almost any asset, risk or cash-flow stream into tradable instruments. Since the 2022 modernisation of the Securitisation Law, SVs can be financed by loans as well as notes, actively manage portfolios of debt (CLOs and CDOs), and use tax-transparent partnership forms. Most SVs are unregulated and quick to launch; only those issuing to the public on a continuous basis need CSSF authorisation. Leroy & Goldbach designs the vehicle, sets up ring-fenced compartments, and drives the transaction to closing with fixed fees and senior partners throughout.
| Governing law | Law of 22 March 2004 on securitisation, as amended (notably by the Law of 25 February 2022). |
|---|---|
| Regulated vs unregulated | Most SVs are unregulated; CSSF authorisation is required only when the SV issues financial instruments to the public on a continuous basis. |
| CSSF approval trigger | Issuing “on a continuous basis” (more than three issues per year across all compartments) and “to the public” (non-professional investors, denominations below €100,000, not a private placement). |
| Compartments | An SV may create multiple ring-fenced compartments; assets and liabilities of each are, in principle, segregated from the others and from the general estate. |
| Legal forms | Securitisation company (e.g. SA, S.à r.l., SCA) or securitisation fund; since 2022, tax-transparent partnerships (SCS, SCSp) are available. |
| Financing | Notes, bonds and — since 2022 — loans and other credit facilities, including intra-group financing. |
| Active management | Actively managed debt portfolios (CLOs / CDOs) are permitted where instruments are issued via private placement. |
| Tax | Designed for tax neutrality; commitments to investors and creditors are generally deductible. |
We start from the assets, the risk to be transferred and the target investors, then select the vehicle and financing: a securitisation company or fund, corporate or tax-transparent, funded by notes, bonds or loans. We build the compartment architecture so each deal is properly ring-fenced, draft the issuance and transaction documents, and confirm whether the structure stays unregulated or requires CSSF authorisation. Where active management, CLO/CDO features or intra-group financing are in play, we structure them within the Securitisation Law. From first call to closing, you deal with senior partners on fixed fees.
Only if it issues financial instruments to the public on a continuous basis. “Continuous” means more than three issues per year across all compartments; “to the public” means to non-professional investors, in denominations below €100,000, and not as a private placement. Most SVs are structured to remain unregulated.
A compartment is a segregated pool within a single SV. Assets and liabilities allocated to one compartment are, in principle, ring-fenced from the others and from the vehicle's general estate, so investors in one deal are not exposed to the risks of another. It lets you run many transactions in one efficient vehicle.
Almost any asset, claim, activity or risk generating a cash flow — receivables, loans, bonds, equity, real assets, and risks such as credit or insurance risk. Since 2022 the SV can also actively manage debt portfolios, enabling CLO and CDO structures where instruments are privately placed.
Yes. Since the 2022 modernisation, an SV may be financed not only by issuing notes and bonds but also through loans and other credit facilities, including intra-group financing, without the previous restrictions.
A securitisation company (such as an SA, S.à r.l. or SCA) or a securitisation fund. Since 2022, tax-transparent partnership forms (SCS, SCSp) are also available, giving flexibility at investor and investment level.
Luxembourg SVs are designed for tax neutrality. Corporate SVs are within scope of corporate income tax and municipal business tax, but their commitments to investors and creditors are generally deductible, which is intended to reduce the taxable base close to zero.
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