Question 1

What is an SPV in Luxembourg?

Accepted Answer

A Special Purpose Vehicle (SPV) is a legal entity created for a specific, limited purpose — such as holding an asset, executing an acquisition, or isolating risk in a structured transaction. In Luxembourg, an SPV can be established under various legal forms, including a Sàrl, S.A. or SCSp. The choice of legal form depends on the objectives, investors and regulatory considerations applicable to the project.

Question 2

What is the difference between an SCSp and a Sàrl?

Accepted Answer

A Société en Commandite Spéciale (SCSp) is a contractual limited partnership with no legal personality, frequently used for private equity, venture capital and co-investment structures. A Société à responsabilité limitée (Sàrl) is a corporate entity with separate legal personality, commonly used as an operating company, holding company or investment vehicle. The appropriate form depends on the project’s governance, liability, regulatory and tax considerations, which should be assessed with qualified professionals.

Question 3

What is a RAIF and how is it regulated?

Accepted Answer

A Reserved Alternative Investment Fund (RAIF) is a Luxembourg fund vehicle reserved for well-informed investors. Unlike a SIF or SICAR, a RAIF is not subject to prior product approval by the CSSF. However, it is not without regulatory oversight: a RAIF must appoint an authorised external Alternative Investment Fund Manager (AIFM) and the service providers required under the applicable regulations. It may be established as an S.A., Sàrl, SCA, SCS or SCSp.

Question 4

Who can invest in a RAIF?

Accepted Answer

A RAIF is reserved for well-informed investors, as defined under the Luxembourg law of 23 July 2016. This generally includes institutional investors, professional investors, and other investors who have confirmed their well-informed investor status and meet the applicable eligibility criteria. The specific conditions should be verified in light of the regulations applicable to the structure and its manager.

Question 5

What role does Opulanz play in investment structuring?

Accepted Answer

Opulanz supports the initial analysis of an investment structuring project and, where required, coordinates the involvement of qualified professionals such as notaries, lawyers, accountants, AIFMs, fund administrators and depositaries. Opulanz does not itself carry out legal acts, notarial services, domiciliation, corporate management or fund management activities requiring a specific regulatory authorisation.

Question 6

What types of projects does Opulanz support?

Accepted Answer

Opulanz supports projects involving the structuring of SPVs, SCSp, RAIFs, holding companies, co-investment structures and other corporate vehicles in Luxembourg. Typical project contexts include private equity, venture capital, real estate, private debt, project finance and asset holding. The specific structure depends on the investment objectives, investors, assets and applicable regulatory framework.

Question 7

Is a Luxembourg SCSp always considered an alternative investment fund?

Accepted Answer

Not necessarily. Whether an SCSp qualifies as an alternative investment fund (AIF) depends on its characteristics, investment strategy, fundraising model and investor base. If it does qualify as an AIF, the rules applicable to alternative investment funds and their managers will apply, including the potential requirement to appoint an authorised AIFM. Opulanz supports the initial analysis and coordinates with regulatory specialists where appropriate.

Question 8

What is the difference between a RAIF and a SIF?

Accepted Answer

Both the RAIF and the Specialised Investment Fund (SIF) are Luxembourg investment fund vehicles. A SIF requires prior product approval and ongoing supervision by the CSSF. A RAIF is not subject to CSSF product approval but must appoint an authorised external AIFM, which is itself supervised. Both are reserved for eligible or well-informed investors. The choice between them depends on the investment strategy, investor base, regulatory preferences and operational requirements of the project.