Fund Formation – Fund Life Cycle

Our fund formation team, which draws on both our investment management and funds practices, is the largest in Luxembourg, with more than 160 lawyers and 25 partners. We advise on all types of fund including UCITS, AIF structures such as Part II funds, SIFs and RAIFs, SICARs and any other regulated or unregulated alternative investment fund types, as well as working for UCITS management companies and AIFMs.

We can help you throughout the entire life cycle of your fund.

• Choice of the appropriate vehicle
• Defining a development strategy  
• Tax structuring advice including VAT analysis  
• Introduction to service providers including AIFMs or ManCos, depositary banks and fund administrators
• Analysis of the investment strategy and establishment of the risk management process

• Constitutive documents including wording relating to regulatory measures including GDPR, EMIR and SFTR
• Prospectus, issuing document, private placement memorandum and offering memorandum
• Negotiation with investors including drafting of shareholder agreements and side-letters
• Negotiation with service providers including drafting of agreements
• Drafting of financing documents or review of financing agreements
• Review of contractual documents from a direct and indirect tax perspective
• Issuance of a legal opinion
• Creation of carried interest vehicles and investment and holding structures
• Organisational and conduct rules

• Preparation of the application to the Luxembourg regulator
• Subsequent co-ordination with the Luxembourg regulator
• Co-ordination with registration for passporting

• AML/KYC clearance  
• Domiciliary services  
• Director services
• Coordination of the first closing, if applicable, and the finalisation of documents
• Liaising and representation before a notary

• Advice on selling restrictions  
• PRIIPS drafting  
• Notification services  
• Tax compliance  
• FATCA and Common Reporting Standard compliance

• Advice on all new issues from a legal and operational point of view
• Fund accounting and NAV calculation  
• Change of service provider
• Subsequent closing or default procedures
• Fund company secretarial services  
• Preparation of annual accounts, including audit support
• Board training

• Drafting of legal documentation and provision of legal assistance
• Sale of assets
• Notification abroad  
• Liquidation services