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Investment Funds Solutions

Structuring, launching, and maintaining AIFs and related investment vehicles.

At Leroy & Goldbach, we advise a broad range of investment fund clients — from leading global asset managers and financial institutions to independent boutiques and first-time fund sponsors.
We offer tailored guidance on structuring and establishing alternative investment funds (AIFs), aligning each vehicle’s design with the client’s strategy, governance framework, and operational needs — from initial setup through the fund’s life cycle.
We build long-term partnerships with our clients by delivering strategic, pragmatic, and market-driven advice that evolves with their business.

Explore our expertise across Luxembourg's flexible fund toolbox, where we help you select the optimal structure for speed-to-market, tax efficiency, and investor appeal:

Unregulated Vehicles (Ideal for agile, private placements with minimal oversight):

Special Limited Partnership (SCSp): A flexible partnership without legal personality, suitable for joint ventures investments or club deals.

Common Limited Partnership (SCS): A traditional partnership with legal personality, also flexible partnership.

Semi-Regulated Vehicles (Balanced oversight for faster launches):

Reserved Alternative Investment Fund (RAIF): Quick-setup AIF managed by an authorised AIFM, benefiting from EU marketing passports for seamless distribution to EU professional investors, with depositary oversight but no CSSF pre-approval — perfect for experienced managers.

Regulated Vehicles (Robust frameworks under CSSF supervision, enabling EU-wide marketing passports, enhanced credibility, and access to diverse investors — from professional investors to retails):

Specialised Investment Fund (SIF): An AIF for well-informed investors, offering CSSF approval, EU marketing passport for seamless cross-border distribution, and flexible strategies across asset classes — ideal for scaling global operations with regulatory assurance.

Investment Company in Risk Capital (SICAR): Specialized for venture capital, with tailored tax exemptions on risk capital investments and carried interest, plus CSSF oversight for credibility — supporting high-growth strategies with investor confidence.

UCIs Part II: Diversified funds under UCITS-like rules, allowing retail investor access and broad EU marketing via passports, with strong depositary and valuation safeguards — perfect for a broader investor base.

European Long-Term Investment Funds (ELTIFs): EU-harmonized vehicles for liquid or illiquid, long-term assets like infrastructure and real estate, compliant with ELTIF 2.0 regulations (updated 2024), offering retail distribution passports.

Ready to structure and launch your investment fund? Contact us for a complimentary consultation on AIF vehicles and strategies tailored to fund managers.

First Time Funds

Supporting the next generation of fund managers from inception to growth.

At Leroy & Goldbach, we are committed to helping emerging managers establish, fundraise, and position their investment strategies for long-term success. Rooted in an entrepreneurial mindset and a genuine partnership approach, we empower new sponsors to build resilient and sustainable investment funds. We regularly advise on first-time funds, spin-outs, team formations, and executive-led launches across all asset classes — including private equity, venture capital, real estate, private debts, and infrastructure. Many of today’s established sponsors began their journey as emerging managers we have supported from day one, and our role remains the same: to turn vision into execution while helping you managing risk and unlocking opportunity.

Our services include:

Structuring and launching first-time and spin-out investment funds: Designing tailored fund vehicles (e.g. SCSp, RAIF) ensuring seamless market entry.

Designing GP/LP arrangements, governance frameworks, and carried interest structures: Custom frameworks that align incentives, incorporating best-practice waterfalls and asset-class-specific carried interest models.

Advising on capital fund raising, investor documentation, and fund marketing: Private Placement Memorandum (PPMs), subscription agreements, and marketing materials to ensure regulatory compliance and investor appeal across jurisdictions.

Deep Legal and Market Expertise

We combine deep regulatory expertise with a strong international perspective. Our practical understanding of the fund industry, gained through years of experience as external counsel to leading asset managers and investors, ensures familiarity with industry standards, including legal structures for waterfall distributions, carried interest mechanisms, and incentive schemes tailored to private equity, real estate, private debt, and infrastructure. This legal insight allows us to design compliant, competitive structures that meet market expectations and foster alignment between sponsors and investors globally.

Ready to launch your first fund? Contact us for a complimentary legal consultation tailored to emerging managers.

Funds GPs Solutions

Advising on bespoke GP-focused solutions such as GP stake.

Advising on bespoke GP-focused solutions such as GP stake. At Leroy & Goldbach, we advise sponsors, founders, and management teams on complex and high-value strategic transactions involving fund managers and asset management platforms. Our practice combines deep industry insight with hands-on execution experience across a wide range of bespoke GP-focused solutions.

We assist clients with:

GP stake sales and structured equity investments;

Shareholders agreements;

Asset management M&A and joint ventures;

Reorganisations, spinouts, and succession planning;

Governance frameworks, management incentive structures, and carried interest alignment.

Our approach is both strategic and pragmatic — leveraging decades of collective experience advising fund sponsors and investment platforms through diverse market cycles.
We bring a nuanced understanding of fund economics, valuation dynamics, and investor expectations, allowing us to design transactions that balance growth, control, and long-term alignment among stakeholders.
With our cross-border experience and integrated fund, corporate, and tax capabilities, we help clients navigate every phase of their strategic evolution — from founder-led structures to institutional platforms — with clarity, precision, and foresight.

Ready to optimize your GP-focused strategies? Contact us for a complimentary consultation on bespoke solutions tailored to fund managers.

Funds LPs Solutions

Advising Limited Partners or Investors on strategic fund investments, due diligence, and co-investment opportunities.

At Leroy & Goldbach, we empower Limited Partners (LPs), including institutional investors, family offices, and private clients, to make informed and strategic investments in alternative investment funds.
Our tailored approach combines meticulous due diligence, expert negotiation of side letters, and deep market insight to secure optimal terms and alignment with LP objectives.
We recognize the growing appeal of co-investments, which allow LPs to enhance returns and gain greater exposure to high-value opportunities alongside fund managers. Our comprehensive support ensures LPs navigate fund commitments with confidence, clarity, and competitive advantage.  

Our services include:

Conducting thorough due diligence on funds and managers, covering legal, tax, regulatory, and operational risks;

Negotiating and drafting side letters and shareholders agreements to secure investor-protective terms and bespoke arrangements;

Structuring and executing co-investments to align with LP investment strategies and governance frameworks;

Structuring and execution of club deals, and secondary transactions;

Reviewing fund documentation to ensure alignment with LP objectives and market standards;

Providing ongoing advisory on LP-sponsor relationships, governance, and reporting obligations.

Through our international network and deep sector knowledge, we support clients in identifying strategic partners and navigating co-investment ecosystems — offering insight and alignment that extend beyond traditional legal advice.
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Ready to enhance your LP investment strategies? Contact us for a complimentary consultation on due diligence, co-investments, and fund commitments tailored to limited partners.

Funds Liquidity Solutions

Advising on the full range of liquidity solutions and secondary market transactions

At Leroy & Goldbach, we advise on the full range of liquidity solutions and secondary market transactions, supporting fund sponsors, investors, and intermediaries across Europe, U.S. and UAE.
Our team has been deeply involved in the evolution of the secondaries market, offering clients a strategic, multidisciplinary approach combining fund formation, M&A, tax, and regulatory expertise.
We regularly act for GPs, LPs, lead investors, syndicate participants, management teams, and financial advisers, assisting them in structuring, negotiating, and executing complex transactions such as:  

GP-led restructurings and continuation funds;

LP portfolio sales and secondary transfers;

Evergreen Funds;

Tender offers and strip sales;

Stapled and hybrid solutions;

Liquidity arrangements and co-investment rollovers;

Our experience covers a broad range of asset classes — including private equity, private debt, real estate, infrastructure, and venture capital — allowing us to provide pragmatic, commercially driven advice that anticipates both investor and regulatory expectations.

Leveraging our international network and data-driven market insight, we help clients identify trends, benchmark terms, and implement innovative structures that enhance liquidity and long-term value creation.

Ready to unlock liquidity for your fund or portfolio? Contact us for a complimentary consultation on secondary transactions and liquidity solutions tailored to sponsors and investors.

Funds Distribution Solutions

Navigating EU passporting, national private placement regimes, and reverse solicitation.

At Leroy & Goldbach, we assist fund managers and promoters in developing and executing cross-border marketing and distribution strategies that comply with EU and local regulatory frameworks.
Our expertise covers the full marketing lifecycle — from initial structuring to post-launch compliance — ensuring smooth market access and risk-managed investor engagement.

Our services include:

EU passporting under AIFMD and UCITS regimes;

National Private Placement Regime (NPPR) coordination in non-passporting jurisdictions;

Analysis and documentation for reverse solicitation and investor-initiated approaches;

Review of marketing materials, disclosures, and pre-marketing notifications;

Coordination with local counsel and regulators across EU, UK, US, and third-country markets.

By combining regulatory insight with practical implementation, we enable clients to distribute funds efficiently, maintain compliance, and engage investors confidently across multiple jurisdictions.

Ready to streamline your fund distribution across borders? Contact us for a complimentary consultation on EU passporting, NPPR, and marketing strategies tailored to fund managers.

US Fund Managers

Tailored legal and structural solutions for US Fund Managers.

At Leroy & Goldbach, we support US fund managers seeking to raise capital in Europe by leveraging Luxembourg’s AIFM framework to design compliant, efficient, and strategic structures.
Our boutique model ensures partner-led, personalized guidance to help you navigate European regulation and unlock access to EU investors with confidence.

Our Services:

Pre-Marketing Support:
Test investor appetite without committing to a full fund launch through compliant, market-tested pre-marketing strategies tailored to your target jurisdictions.

Fund Structuring & Establishment:
Advising US fund managers across alternatives strategies (PE, RE, Private Debts, Venture Capital, Infrastructure) to set up the fund vehicle.

Portfolio Management Delegation:
‍We design delegation frameworks allowing US managers to retain investment control, while the AIFM handles regulatory oversight and reporting.

Advisory Model Solution:
‍We assist in implementing the investment advisory model, enabling US managers to act as investment advisers to EU AIFs while remaining outside the constraints of the regulatory perimeter.

Distribution & Regulatory Support:
Benefit from our expertise in cross-border distribution, notifications, and investors negotiations ensuring smooth interactions with European regulators and investors.

Two Strategic Routes for US Fund Managers:

Option 1 — Full AIFM Solution

Luxembourg-Domiciled Fund Launch – Set up a Luxembourg fund through a licensed AIFM (RAIF, SIF, SICAR or Partnership vehicle managed by authorised AIFM) ensuring full AIFMD compliance.

AIFMD Marketing Passport – Access up to 30 EEA countries with a single authorization, streamlining fundraising and investor onboarding.

Regulatory Certainty – Meet the highest EU standards under CSSF supervision and instill trust with institutional investors.

Operational Efficiency – Combine AIFM oversight with tax-efficient structuring for sustainable growth and scalability.

Option 2 — Unregulated AIF with NPPR Regime

Flexible Setup – Establish a Luxembourg unregulated AIF (such as a Special Limited Partnership (SLP) /Société en Commandite Spéciale (SCSp)

National Private Placement Regime (NPPR) – Market the fund to professional investors in selected EU jurisdictions under local NPPR rules.

Strategic Targeting – Ideal for smaller fund sizes or selective EU distribution, balancing speed, cost, and regulatory burden.

Scalable Path – Transition to a fully regulated AIFM model once fundraising grows or pan-European distribution is required.

Key Advantages for US Managers

Tailored Access Strategy – Choose the model that best aligns with your fund profile and distribution goals.

Cost Efficiency – Select between NPPR flexibility and full passporting depending on market scope.

Speed to Market – Leverage proven Luxembourg structures to accelerate launch timelines.

Regulatory Expertise – Rely on our deep knowledge of AIFMD, NPPR frameworks, and CSSF supervision.

Investor Confidence – Build trust with European LPs through transparent, compliant fund designs.

Partner with Leroy & Goldbach to unlock Europe’s capital markets with clarity, compliance, and confidence.
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Ready to expand your US fund into Europe? Contact us for a complimentary consultation on AIFM solutions and cross-border strategies tailored to US managers.

German-Luxembourg Funds Solutions

Empowering German assets managers with cross-border expertise.

At Leroy & Goldbach, we guide BaFin-approved German asset managers through the legal framework of launching and distributing AIFs via Luxembourg’s flexible structures, with a special focus on real estate (RE) strategies. Utilizing the AIFMD passport and vehicles like RAIF or SIF, we enable efficient capital raising across the EU, while navigating German RE quotas and ensuring compliance with KAGB and CSSF requirements.

Our Core Legal Services for German Managers

Structuring Luxembourg RE AIFs for BaFin-Approved Managers: Customizing vehicles such as RAIF, SIF, or SICAR to comply with KAGB such as German RE quotas and secure swift CSSF notification for EU-wide distribution via the AIFMD passport.

Drafting Investor Documentation and Marketing Compliance: Preparing PPMs, subscription agreements, and incorporation of the investment vehicle in German or English and compliant with BaFin and Luxembourg regulations, ensuring seamless access to professional investors

Advising on Delegation Models with Luxembourg Third-Party AIFMs: Structuring delegation contracts for RE portfolio management, enabling German assets managers to retain investment control while leveraging Luxembourg AIFMs to optimize within KAGB RE thresholds and reduce regulatory burden.

Why Luxembourg for German Assets Managers? Luxembourg’s AAA-rated financial hub, bilingual German/English expertise, and AIFMD-compliant toolkit offer BaFin managers enhanced flexibility for RE alternatives (e.g., PE, infrastructure). Our legal insight ensures compliant structures that qualify for the 25% RE quota under AnlV, bypassing stringent KAGB limits (e.g., 60% leverage cap), and unlocking EU fundraising opportunities.
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Ready to optimize your RE fund from Germany to Europe? Contact us for a tailored legal consultation.

Wealth & Family Offices

Tailored legal and structural solutions for private wealth and family offices.

At Leroy & Goldbach, we advise private clients, family offices, private investors, and entrepreneurial families on structuring, managing, and protecting their global assets through efficient and secured Luxembourg and cross-border vehicles.

Our approach combines technical precision, confidentiality, and long-term perspective, ensuring that each structure is aligned with the client’s investment philosophy and succession objectives.

Our expertise covers:

Wealth structuring and governance, including holding and investment vehicles (SOPARFI, SPF, SCSp/SCS, RAIF);

Direct, co-investment, and club deal structuring alongside institutional partners;

Succession planning and intergenerational wealth transfer;

Coordination with tax, banking, and fiduciary advisers for holistic solutions;

Impact, ESG, and philanthropy strategies, integrating values into investment frameworks.

We act as trusted partners to families and private offices, providing bespoke, confidential, and strategic guidance across generations — combining legal excellence with a deep understanding of wealth management dynamics.
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Ready to secure your family's wealth legacy? Contact us for a complimentary consultation on tailored structures and succession planning for family offices.

Franco-Luxembourg Funds Solutions

Empowering French managers with cross-border fund-raising expertise.

At Leroy & Goldbach, we guide French asset managers through the legal intricacies of launching and distributing funds using Luxembourg’s robust framework. Leveraging the EU’s AIFMD passport and Luxembourg’s flexible vehicles, we help you raise capital efficiently across Europe and beyond, while ensuring compliance and investor confidence.

Our Core Legal Services for French Assets Managers:

Structuring Luxembourg AIFs for French Assets Managers: Tailoring vehicles like RAIF, SICAR, or Partnerships like SCSp/SCS to align with your strategy, ensuring swift regulatory compliance and EU-wide distribution via the AIFMD passport.

Drafting Investor Documentation and Marketing Compliance: Crafting PPMs, subscription agreements, and incorporation of the investment vehicle in French or English to meet regulatory standards and attract professional investors globally.

Advising on Cross-Border Delegation Models: Structuring delegation agreements with Luxembourg third-party managers, enabling French assets managers to retain investment control while leveraging Luxembourg’s regulatory expertise.

Why Luxembourg for French Assets Managers? Luxembourg’s AAA-rated financial hub, multilingual expertise (French/English), and AIFMD-compliant framework offer French assets managers unparalleled flexibility and access to professional investors. Our deep knowledge of Luxembourg’s fund vehicles and cross-border regulations ensures your fund is both competitive and compliant.

‍Ready to launch your fund from France to Luxembourg ? Contact us for a tailored legal consultation.

Funds Tax Services

Comprehensive, strategic and tailored tax advice to meet the specific needs of each client — from international groups and fund managers to private investors and family offices.

At Leroy & Goldbach, our expertise covers the full spectrum of Luxembourg and cross-border taxation, including the following areas:

Tax Structures for Alternative Investment Funds (AIFs including RAIFs):  Tax planning for  AIFs including  RAIFs, including subscription tax exemptions and VAT management to enhance fund attractiveness.

Carried Interest Structuring: Designing tax efficient carried interest vehicles and incentive plans for fund managers (GPs), optimizing tax treatment under Luxembourg law while ensuring compliance with ATAD, OECD guidelines, and EU directives. We focus on tax-efficient allocation of performance fees, leveraging partnerships like SCSp for transparency and reduced withholding taxes.

Debt and Equity Markets: Advisory on tax implications of issuances, including withholding tax relief and hybrid instrument qualification for optimal financing.

Employee Incentives and Benefits: Structuring stock options, phantom shares, and profit-sharing schemes with favorable tax regimes for executives in fund management companies.

Estate Planning: Tailored strategies for HNWIs and family offices, incorporating trusts and succession planning to minimize inheritance and gift taxes.

M&A and Corporate Reorganisation: Tax-efficient advice for merger, demerger, and recapitalization, utilizing step-up basis and group relief provisions.

Private Equity: Optimization for PE funds, including carried interest, management fees, and exit strategies with double tax treaty benefits.

Real Estate Taxation: Guidance on REIFs and property transactions, including VAT, transfer taxes, and depreciation rules for efficient holdings.

Structured Finance and Securitisations: Tax-neutral setups for SPVs, ensuring deductions for interest payments and exemptions from net wealth tax.

Tax Litigation: Representation in disputes with tax authorities, including appeals and negotiations for favorable resolutions.

Taxation of IP Rights: Strategies for IP boxes, royalty structures, and R&D incentives under Luxembourg's IP regime.

Transfer Pricing Strategy and Related OECD-Compliant Documentation: Development of arm's-length policies, benchmarking, and documentation to comply with BEPS standards.

Indirect Tax Matters: Expertise in VAT, real estate transfer taxes, subscription taxes, and registration duties for seamless operations.

Funds Financing Solutions

Advising in fund financing to support funds managers and lenders throughout fund’s life cycle.

At Leroy & Goldbach, our Funds Financing practice supports sponsors, fund managers, and lenders throughout all stages of a fund’s lifecycle, from fund inception to portfolio maturity. We combine in-depth expertise in fund structuring and financing to deliver pragmatic and secure solutions tailored to private equity, venture capital, real estate, private debt, and infrastructure funds.

We assist clients in structuring and documenting a wide range of fund financing transactions, including:

Capital call / subscription line facilities – typically secured by a pledge over investors’ uncalled commitments and related rights, to provide short-term liquidity pending capital calls.

Bridge financing – temporary facilities allowing the fund to financeinvestments or expenses ahead of investor drawdowns.

NAV (Net Asset Value) facilities – loans secured by the value of the fund’s underlying portfolio, designed to provide liquidity to mature funds or secondary transactions.

Hybrid facilities – combining elements of both capital call and NAV financing to offer flexibility during the transition between investment and divestment phases.

Our team advises on all legal aspects of these transactions, including:

Drafting and negotiation of pledge agreements, facility agreements, and related security packages under Luxembourg law;

Coordination with local lenders, depositaries, and service providers;

Regulatory review to ensure compliance with AIFMD, Luxembourg Securitisation vehicle and fund governance requirements;

Cross-border structuring and interaction with fund documentation (LPA, subscription agreements, side letters).

We take a proactive, commercial approach to fund financing matters — helping clients secure efficient financing while maintaining flexibility and investor confidence.

Ready to secure financing for your fund's lifecycle? Contact us for a complimentary consultation on subscription lines, NAV facilities, and tailored financing solutions.

Funds Corporate & M&A

Navigating Corporate Success at Every Stage

At Leroy & Goldbach, we guide international and domestic clients through the full lifecycle of their corporate endeavors, from inception to wind-down, much like navigating a winding road to a strategic triumph. Renowned for our expertise in Luxembourg’s investment fund and securitization landscape, we serve global groups establishing a presence in Luxembourg or leveraging it as a hub for corporate investment and financing. Our boutique approach combines deep technical knowledge with agility, addressing complex matters such as shareholder agreement, corporate restructuring, and governance with precision.

Private Equity and Venture Capital: Full Lifecycle Support As specialists in Private Equity (PE) and Venture Capital (VC), we partner with clients through every phase of their investment journey, ensuring compliance and strategic success in Luxembourg’s dynamic market.

Club Deal Expertise: Facilitating collaborative investments among multiple limited partners (LPs) or funds to access high-value transactions, we leverage Luxembourg’s flexible corporate structures, such as SCSp, for tax transparency and contractual agility. Our approach optimizes terms with arm’s-length agreements, incorporating drag-along and tag-along rights to align investor interests, while ensuring compliance with AIFMD exemptions for smaller or non-regulated funds. Drawing on Luxembourg’s robust tax regime and double tax treaty network, we structure club deals to minimize fiscal burdens and enhance returns, making it an attractive hub for cross-border investments.

Co-Investment Structures: Advising on co-investments where LPs invest alongside GPs in specific deals, structuring vehicles for fee reductions, enhanced returns, and governance controls, with emphasis on carried interest alignment and exit provisions.

Joint Venture Enhancements: Supporting JV formations in PE/VC contexts for shared control in portfolio investments, incorporating flexible partnership agreements (e.g., SCSp) to manage contributions, profits, and dissolution.

Investment & Acquisition: Conducting thorough due diligence on target companies or funds, structuring transactions, and negotiating purchase and shareholder agreements to protect client interests.

Financing Solutions: Collaborating with our tax and finance experts to arrange tailored financing or refinancing, supporting fund launches and growth.

Exit Strategies: Guiding clients through divestitures, IPOs, or other exits, preparing transaction documents, and coordinating with advisors for a compliant process.

Company Law Expertise:

Advising entity formation, including SPVs for funds and securitization vehicles, with tailored governance frameworks.

Crafting shareholder agreements and delegation of authority for fund sponsors and LPs, ensuring alignment and compliance.

Supporting recapitalization and restructuring to optimize fund performance or securitization portfolios.

Navigating directorial responsibilities and liability issues, particularly in cross-border fund structures.

Client Focus: We empower family offices, asset managers, and institutional investors, drawing on our experience with fund managers/GPs and LPs.

Mergers and Acquisitions: Strategic Deal-Making

Leroy & Goldbach excels in structuring, negotiating, and executing M&A transactions within Luxembourg’s robust legal framework, guiding clients toward seamless closings. Our strategic counsel transforms complex deals into victories on the corporate chessboard, covering:

Transaction Structuring & Execution: From initial due diligence to final agreements, we ensure compliance and value creation for fund acquisitions, disposals, and portfolio company deals.

Corporate Financing & Refinancing: Securing funding or restructuring obligations for investment funds and securitization vehicles, aligning with CSSF requirements.

Contractual Precision: Drafting and reviewing complex agreements, including carry vehicle terms and club deal contracts, tailored to client needs.

Regulatory Support: Assisting with business licenses (autorisation d’établissement) and cross-border approvals for fund-related M&A.

Incentive Plans & Private Equity: Designing management incentive schemes and advising on private equity transactions, optimizing returns for GPs and LPs.

Our role as a trusted advisor safeguards client interests, navigating regulatory complexities with agility and foresight.
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Ready to navigate your corporate or M&A journey? Contact us for a complimentary consultation on club deals, joint ventures, and investment structures tailored to your needs.

Regulatory & Compliance Services

Guidance through CSSF requirements, ESG/SFDR, and AML/CFT compliance

At Leroy & Goldbach, we advise PSFs, AIFMs, and Management Companies (Chapters 15 and 16) on meeting Luxembourg’s evolving regulatory, compliance, and governance obligations. Our team combines legal precision with practical implementation experience to help clients operate effectively within the Luxembourg and EU regulatory frameworks.
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Our expertise covers the full regulatory lifecycle — from authorisation and structuring to ongoing compliance and supervisory interaction.

Our services include:

CSSF applications, approvals, and notifications, including support for new licenses, amendments, and cross-border passports;

Preparation and review of compliance frameworks, including governance charters, policies, and procedures;

ESG/SFDR alignment and disclosures, covering Articles 6–9 classification, periodic reporting, and EU Taxonomy integration;

AML/CFT risk assessments, due diligence, and policies, including assistance with onboarding procedures and periodic reviews;

Regulatory gap analysis to benchmark existing operations against CSSF expectations and industry standards;

Ongoing compliance monitoring and training for boards, managers, and compliance officers;

Liaison with regulators, including responding to CSSF queries and on-site visits.

We act as a strategic compliance partner, not just a legal adviser — helping clients navigate increasing regulatory complexity while maintaining operational efficiency and business agility.
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Ready to strengthen your regulatory compliance? Contact us for a complimentary consultation on CSSF, ESG/SFDR, and AML/CFT solutions tailored to your needs.

AML / KYC Package Assistance

Streamlined AML/KYC compliance coordination for Luxembourg services providers

At Leroy & Goldbach, we assist clients in meeting anti-money laundering (AML) and know-your-customer (KYC) requirements efficiently, avoiding duplication and delays across multiple Luxembourg stakeholders.

In Luxembourg, each service provider — including AIFMs, banks, depositaries, and central administrations — is required to conduct its own AML/KYC review. This often results in clients being asked repeatedly for the same documents.

Our AML/KYC Package Assistance simplifies this process:

We collect and centralise all required documentation (corporate identification, beneficial ownership, and fund-related materials);

We review and align the documentation with regulatory standards;

We coordinate and transmit the complete, compliant package directly to each service provider involved in the structure;

We provide ongoing updates and renewals to maintain compliance throughout the life of the fund or vehicle.

This solution ensures full compliance with Luxembourg’s AML/CFT framework while saving clients significant time and administrative burden — offering a lawyer-led, secure, and centralised approach to regulatory onboarding.

Ready to simplify your AML/KYC processes? Contact us for a complimentary consultation on streamlined compliance coordination tailored to Luxembourg structures.

SFDR & EU Taxonomy Compliance

Ensuring alignment with European sustainability and disclosure standards.

At Leroy & Goldbach, we assist fund managers and institutional investors in implementing the Sustainable Finance Disclosure Regulation (SFDR) and the EU Taxonomy Regulation across their alternative investment fund structures. Our expertise covers the full regulatory spectrum — from Article 6 to Article 9 SFDR — ensuring each vehicle’s investment strategy, governance, and reporting framework are fully compliant and aligned with investor expectations.

Our services include:

Classification and assessment of funds under SFDR Articles 6, 8, or 9;

Drafting and review of pre-contractual and periodic disclosures (PPM, website policies, annexes);

Integration of EU Taxonomy objectives and sustainable investment criteria into fund documentation;

Coordination with AIFMs, management companies, and sustainability advisers;

Support on ESG data collection, KPIs, and regulatory reporting.

By combining regulatory insight and practical implementation, we help clients design responsible, transparent, and investor-focused ESG strategies that meet both EU requirements and global sustainability standards.

Ready to align with SFDR and EU Taxonomy? Contact us for a complimentary consultation on sustainability disclosures and compliance tailored to your funds.

Fractional In-House Adviser

On-demand, embedded legal and compliance support.

At Leroy & Goldbach, we provide flexible, ongoing legal and regulatory support tailored to your organisation’s operational needs — acting as an outsourced in-house legal team seamlessly integrated with your business.

This solution is designed for fund managers, investment platforms, financial institutions, and corporate groups seeking continuous, high-quality legal coverage without the cost of a full-time in-house department.

Our assistance covers:

Legal, regulatory, and tax coordination, including interface with external advisers and service providers;

Corporate, fund, and financing documentation, from drafting and negotiation to board approvals and filings;

AML/KYC and investor onboarding, ensuring compliance and consistency across stakeholders;

Day-to-day advisory and governance support, including board meetings, resolutions, and compliance reporting;

Policy drafting and internal training, promoting best practices and operational efficiency.

Our fractional model allows clients to scale legal resources as needed — from part-time to project-based engagements — ensuring continuous alignment between business priorities and regulatory requirements.

Ready to integrate on-demand legal support? Contact us for a complimentary consultation on fractional in-house advisory tailored to your operations.

Funds Restructuring & Insolvency

Guidance on restructuring and insolvency procedures.

Leroy & Goldbach provides expert guidance on restructuring and insolvency, leveraging significant experience to stabilize and revitalize fund-related entities.

Financial Restructuring: Advising on debt/equity restructuring, refinancing, and creditor negotiations for distressed funds or securitization vehicles.

Insolvency Proceedings: Supporting filings for bankruptcy or exploring restructuring options to preserve value.

Pre-Insolvency Measures: Developing safeguard plans to protect against creditor actions, particularly for fund portfolios.

Distressed M&A & Asset Sales:Assisting with liquidity-raising buyouts or acquisitions of distressed assets linked to funds.

Creditor Support: Maximizing recoveries and enforcing security interests for fund investors.

Governance in Distress: Addressing heightened directorial liabilities with proactive legal strategies.

Ready to build resilience in crisis? Contact us for a complimentary consultation on restructuring and insolvency solutions tailored to your fund or entity.

Securitization Vehicles

Setting up structures to meet diverse financing, investment, and risk-transfer objectives.

At Leroy & Goldbach, we design and implement securitization structures that enable clients to achieve flexible, efficient, and investor-friendly financing solutions under Luxembourg’s amended Law of 22 March 2004 on Securitization. This framework allows the transfer of risks from a wide range of assets to investors through the issuance of financial instruments or the granting of credit, offering broad asset eligibility and structural flexibility.

Our services include:

Structuring & Feasibility Memorandum – Assessing the suitability of the Luxembourg securitization regime for your specific business model, investment strategy, and cross-border objectives.

Legal Set-Up of the Securitization Vehicle – Drafting and coordinating all legal documentation for the incorporation, first compartment, and service provider arrangements.

Ad-hoc Legal Assistance (Post-Launch) – Ongoing advice on amendments, governance, and subsequent compartment launches.

Legal Framework and Vehicle Types
Luxembourg’s securitization law supports a wide range of formats and structures:

Legal Entities: Vehicles with legal personality such as public limited companies (S.A.), private limited companies (S.à r.l.), or Partnership such as Common Limited Partnership (SCS); Société en Commandite Spéciale (SCSp) Special Limited Partnership (SLP).

Compartmentalised Structures: Independent compartments within one vehicle, ensuring segregation of assets, liabilities, and investors.

Innovative & Hybrid Forms: Support for tokenisation, DLT-based (Distributed Ledger Technology) structures, and hybrid instruments combining debt and equity features.

Key Benefits for Structured Finance
Our securitization expertise enables clients to capture Luxembourg’s strategic advantages:

Broad Asset Flexibility: Securitise virtually any risk-bearing asset, including loans, receivables, real estate, intellectual property, or even alternative strategies such as private equity or infrastructure portfolios.

Tax Neutrality and Cross-Border Appeal: Exemptions from wealth and subscription taxes, no withholding tax on payments, and access to Luxembourg’s extensive double tax treaty network.

Financing Versatility: Full capacity to borrow, issue instruments, and actively manage portfolios or underlying exposures.

Investor Protection & Market Access: Built-in bankruptcy remoteness, EU private placement compatibility, and distribution to professional investors.

Sustainability & ESG Integration: Possibility to align with EU Taxonomy and SFDR frameworks, supporting green and sustainable securitisation initiatives.

Ready to set up your securitization structure? Contact us for a complimentary consultation on flexible financing and risk-transfer solutions tailored to your objectives.

Digital Assets & Blockchain Advisory

Navigating the legal and regulatory landscape for digital assets and blockchain-based investment structures.

At Leroy & Goldbach, we provide cutting-edge guidance to fund managers, investors, and technology-driven enterprises seeking to leverage digital assets and blockchain technology. Our multidisciplinary team combines expertise in fund structuring, regulatory compliance, and innovative finance to deliver tailored solutions for tokenized funds, crypto-assets, and decentralized platforms. We ensure compliance with Luxembourg and EU regulations while fostering innovative, secure, and investor-aligned strategies that capitalize on the evolving digital economy.

Our services include:

Structuring and launching tokenized investment funds and blockchain-based vehicles;

Advising on regulatory compliance for crypto assets under MiCA and AML/CFT frameworks;

Drafting and reviewing smart contracts and token issuance documentation;

Supporting due diligence for digital asset investments and platform integrations;

Providing strategic guidance on cross-border distribution of tokenized financial products.

Sustainability & ESG Integration: Possibility to align with EU Taxonomy and SFDR frameworks, supporting green and sustainable securitisation initiatives.

Ready to innovate with digital assets? Contact us for a complimentary consultation on blockchain and tokenized fund solutions tailored to your strategy.