The Luxembourg SICAR (société d'investissement en capital à risque) is a regulated risk-capital vehicle governed by the Law of 15 June 2004. Designed for private equity, venture capital and other risk-capital strategies, it is reserved for well-informed investors and supervised by the CSSF under a lighter regime than retail funds. The SICAR combines regulatory credibility with structuring flexibility, a favourable tax framework and full access to Luxembourg's fund ecosystem. We structure SICARs that stand up to investor due diligence while reaching first closing fast — partner-led, on fixed fees.
| Regulator | CSSF — authorisation and ongoing supervision. |
|---|---|
| Time to market | Typically a few months from filing to CSSF authorisation, subject to strategy and file quality. |
| Eligible investors | Well-informed investors only (institutional, professional, or investors confirming the status and investing at least €100,000 or certified as experienced). |
| Minimum capital | €1,000,000 (subscribed capital including share premium) within 24 months of authorisation; at least 5% paid up per share at subscription. |
| AIFM | AIFMD applies: appoint an external authorised AIFM or be internally managed (self-managed AIF) where thresholds are met. |
| Depositary & administration | Luxembourg depositary plus a Luxembourg central administration required. |
| EU distribution | Marketing passport to professional investors available via a full-scope AIFM under AIFMD. |
| Tax | Subject to corporate income tax but income and gains from risk-capital investments are effectively exempt; income on assets held pending investment exempt for up to 12 months; exempt from net wealth tax; no subscription tax. |
We begin with your investment thesis, target LP base and timeline, then select the optimal legal form (frequently the SCSp for GP/LP alignment) and governance. Our team drafts the constitutional documents, PPM and side letters, coordinates the AIFM, depositary and central administration, and manages the full CSSF authorisation dossier — while our cross-border desks handle US, DACH, French and UK investor requirements in parallel. You work directly with a senior partner on a fixed fee, engineered to reach first closing quickly and cleanly.
A SICAR is a CSSF-regulated Luxembourg investment company in risk capital, created under the Law of 15 June 2004 for private equity, venture capital and other risk-capital investments, and reserved for well-informed investors.
Only well-informed investors: institutional and professional investors, plus other investors who confirm the status in writing and either commit at least €100,000 or are certified as having the requisite expertise.
It is a regulated product requiring CSSF authorisation, so it typically takes a few months from filing, depending on the strategy and the quality of the dossier.
Yes, where AIFMD thresholds are met the SICAR must appoint an authorised external AIFM or be internally managed as a self-managed AIF; a full-scope AIFM also unlocks the EU marketing passport.
A SICAR is generally subject to corporate income tax, but income and gains from risk-capital investments are effectively exempt, it is exempt from net wealth tax and is not subject to the annual subscription tax.
Assets qualifying as risk capital — the direct or indirect contribution of assets to entities for their launch, development or listing — typically private equity and venture capital positions.
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