Fonds Commun de Placement (FCP): The Complete Guide to the Luxembourg Contractual Fund

Overview

The Fonds Commun de Placement (FCP) — literally "common investment fund" — is Luxembourg's principal contractual investment fund vehicle. Unlike a corporate fund (such as the SICAV, which is structured as a Société Anonyme or Sàrl with legal personality), the FCP is a co-ownership of assets without legal personality. It is not a company, has no shareholders, no board of directors, and cannot enter contracts, own assets, or sue and be sued in its own name. All of these functions are performed on its behalf by its management company (société de gestion).

Luxembourg is the world's second-largest investment fund centre after the United States, and the FCP is one of the two standard fund structures alongside the SICAV. The FCP is used across all segments of the fund industry: UCITS retail funds, specialised investment funds for institutional investors, reserved alternative investment funds for qualified investors, private equity vehicles, and debt funds. Its contractual, non-corporate nature offers governance simplicity and operational efficiency, particularly for promoters who do not require investor voting rights or complex corporate governance structures.

The FCP should be distinguished from the corporate fund vehicles covered in other guides in this series. The SA guide and Sàrl guide cover the corporate forms that underpin SICAV-structured funds and SOPARFI holding vehicles. The FCP is structurally unrelated to those corporate forms.

The Dato Capital database tracks approximately 20,000 FCP fund structures, reflecting the vehicle's central role in Luxembourg's position as the world's second-largest investment fund centre.

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1. Legal Framework

The FCP is not governed by a single statute but by a set of laws depending on the type of fund:

Instrument	Scope
Law of 17 December 2010 on Undertakings for Collective Investment (UCI Law)	Part I: UCITS FCPs; Part II: non-UCITS FCPs; Chapter 15: management company authorisation
Law of 13 February 2007 on Specialised Investment Funds (SIF Law)	SIF FCPs — restricted to well-informed investors
Law of 23 July 2016 on Reserved Alternative Investment Funds (RAIF Law)	RAIF FCPs — no CSSF authorisation; authorised AIFM required
Law of 12 July 2013 on Alternative Investment Fund Managers (AIFM Law)	Authorisation and ongoing obligations of AIFMs managing FCPs
EU UCITS Directive (2009/65/EC, as amended)	Core UCITS regulatory framework transposed by the 2010 UCI Law
EU AIFMD (2011/61/EU)	Alternative investment fund manager requirements transposed by the AIFM Law
EU PRIIPs Regulation (1286/2014)	Key Information Document (KID) for retail packaged investment products
EU SFDR (2019/2088)	Sustainability-related disclosure obligations
EU Taxonomy Regulation (2020/852)	Sustainable finance classification system — SFDR Article 8/9 funds
CSSF Circular 14/591 (as updated)	Operating conditions for Luxembourg UCITS management companies

The Commission de Surveillance du Secteur Financier (CSSF) is the competent authority for authorising and supervising FCPs (except RAIFs, which are supervised only indirectly through their AIFM). The Administration des Contributions Directes (ACD) administers the taxe d'abonnement.

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2. Defining Characteristics: Co-ownership Without Legal Personality

2.1 No Legal Personality (Absence de Personnalité Juridique)

The FCP's most fundamental characteristic is that it has no legal personality. It cannot: - Enter into contracts in its own name. - Own assets registered in its own name. - Bring or defend legal proceedings. - Be subject to insolvency or bankruptcy proceedings as an entity.

All of these acts are performed by the management company acting in its capacity as manager of the fund's assets on behalf of the co-owners.

This contrasts sharply with the SICAV (Société d'Investissement à Capital Variable), which is structured as an SA or Sàrl with full legal personality, a board of directors, and shareholder voting rights.

2.2 Co-ownership of Assets (Copropriété d'Actifs)

FCP investors are co-owners (copropriétaires) of the undivided pool of assets held in the fund. Each unit (part) represents a fractional share of that pool. Investors do not hold shares in a company — they hold an undivided proprietary interest in a pool of assets managed for their collective account.

Consequences of co-ownership: - Investors have no voting rights over the management of assets (unlike SICAV shareholders who can vote at general meetings). - Investors can exit only by redeeming their units at the prevailing net asset value (NAV). - The management company acts as the sole decision-maker for portfolio management, within the limits of the management regulations and applicable law.

2.3 Mandatory Management Company

An FCP cannot be self-managed. It must at all times be managed by an authorised management company (société de gestion), which: - Holds all contracts, assets, and obligations on behalf of the FCP. - Is solely responsible for investment decisions, risk management, and operational functions. - Represents the FCP in legal and regulatory proceedings. - Is personally liable to investors for management failures.

This obligation distinguishes the FCP structurally from the SICAV, which may be either self-managed (with an internal management function) or externally managed.

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3. FCP vs. SICAV: Choosing the Right Vehicle

Feature	FCP	SICAV
Legal form	None (contractual co-ownership)	SA or Sàrl (legal person)
Legal personality	No	Yes
Investors	Co-owners (copropriétaires)	Shareholders (actionnaires)
Voting rights	None (investors can only redeem)	Yes — general meeting of shareholders
Board of directors	None	Yes (conseil d'administration or directoire)
Management	External management company only	Self-managed or externally managed
Constitutional document	Règlement de gestion (management regulations)	Statuts (articles of association)
CSSF authorisation	Fund and management company both authorised	Fund and management company (or self-management approval)
Capital variability	Open-ended as of right	Capital variable (SICAV)
RCS registration	Optional — may be registered for publicity	Not applicable (corporate registration under the 1915 Law)
Investor protection	Management regulations binding on manager	Corporate governance + statuts

When to choose an FCP: Where investor voting rights are not desired, governance simplicity is valued, or where multiple promoters share the same management company infrastructure. Promoters who prefer to retain full control over portfolio decisions without convening general meetings typically favour the FCP.

When to choose a SICAV: Where institutional investors require voting rights, where the fund seeks self-management status (e.g., to internalise portfolio management costs), or where corporate governance formalities are required by investor mandates.

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4. FCP Types and Eligible Investors

Luxembourg law offers four principal regulatory regimes under which an FCP may be established, each with different investor eligibility requirements, regulatory oversight levels, and taxe d'abonnement rates.

Type	Governing law	Eligible investors	CSSF authorisation	Taxe d'abonnement
UCITS FCP (Part I)	Law of 17 Dec 2010 — Part I	Retail (general public)	Yes — before launch	0.05% pa (0.01% for qualifying categories)
Part II FCP	Law of 17 Dec 2010 — Part II	Any investor	Yes — before launch	0.05% pa
SIF FCP	Law of 13 Feb 2007	Well-informed investors only	Yes — before launch	0.01% pa
RAIF FCP	Law of 23 July 2016	Well-informed investors only	No — authorised AIFM required	0.01% pa (if SIF-equivalent)

4.1 UCITS FCP (Part I)

A UCITS (Undertaking for Collective Investment in Transferable Securities) FCP may be marketed to retail investors throughout the EU by means of the UCITS passport. It is subject to the strictest investment restrictions (primarily transferable securities and money market instruments), diversification rules (5/10/40% concentration limits), and leverage restrictions. The UCITS brand is the internationally recognised standard for retail-eligible funds.

4.2 Part II FCP

A Part II FCP is a non-UCITS fund that may invest in a broader range of assets than UCITS (private equity, real estate, commodities, hedge strategies). It is subject to CSSF authorisation and to less restrictive investment rules than UCITS. It may be marketed to retail investors but the EU UCITS passport is not available; marketing to retail investors in other EU member states requires host-country approval.

4.3 SIF FCP

A Specialised Investment Fund (SIF) FCP is restricted to well-informed investors (investisseurs avisés) — defined as: - Institutional investors. - Professional investors. - Any other investor who: (a) declares in writing that they are a well-informed investor and (b) either invests a minimum of €125,000, or has been assessed by a credit institution, investment firm, or management company as having the expertise and knowledge to appraise the investment.

SIF FCPs have very flexible investment restrictions (no mandatory diversification beyond a 30% concentration limit for a single issuer or counterparty) and benefit from a reduced taxe d'abonnement of 0.01% pa.

4.4 RAIF FCP

A Reserved Alternative Investment Fund (RAIF) FCP requires no CSSF authorisation of the fund itself. Instead, regulatory oversight is achieved through the mandatory appointment of an EU-authorised Alternative Investment Fund Manager (AIFM) under the AIFM Law (Law of 12 July 2013). The RAIF is restricted to well-informed investors (same definition as SIF). The RAIF Law was designed to reduce time-to-market by eliminating the CSSF fund-level approval process; the authorised AIFM provides the regulatory filter.

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5. Management Regulations (Règlement de Gestion)

The règlement de gestion (management regulations) is the FCP's constitutional document, equivalent in function (but not in legal nature) to the statuts of an SA or Sàrl. It is prepared by the management company and, for UCITS and SIFs, approved by the CSSF.

5.1 Mandatory Content

The management regulations must contain at minimum:

Item	Detail
Name of the FCP	Including designation as FCP
Regulatory type	UCITS / Part II / SIF / RAIF
Investment objective and policy	Precise description of assets, strategies, restrictions
Management company	Name, registered office, authorisation
Depository	Name and role
Administrator	NAV calculation, registrar, transfer agent
Unit classes	Description of each class: currency, distribution policy, fees, minimum investment
Subscription and redemption procedures	Deadlines, dealing frequency, cut-off times
NAV calculation	Frequency, valuation methodology, publication
Fees and charges	Management fee, performance fee, subscription/redemption charges, ongoing charges
Distribution policy	Distributing (income paid out) vs. accumulating (income reinvested)
Duration	Fixed or indefinite
Governing law and jurisdiction	Luxembourg law; competent courts

5.2 Amendment of Management Regulations

Amendments require approval by the CSSF (for UCITS and SIF) or AIFM compliance review (for RAIF). Material changes — such as changes to the investment policy, fee structure, or dealing terms — require prior investor notification and, in some cases, a right for investors to redeem at no cost before the change takes effect (UCITS: at least 30 days' notice for material changes).

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6. Management Company (Société de Gestion)

Every FCP must appoint an authorised management company, which acts as the decision-making and legal representative of the fund.

6.1 Authorisation Requirements

For UCITS and Part II FCPs: The management company must be authorised by the CSSF under Chapter 15 of the UCI Law as a Luxembourg UCITS management company. Minimum requirements include: - Minimum initial capital: €125,000, increasing to up to €10,000,000 depending on AUM under management. - At least two persons of sufficient repute and experience to direct the management company's business. - Effective presence in Luxembourg: at least one person of senior management physically directing the business in Luxembourg. - Adequate internal organisation: risk management function, compliance function, internal audit, portfolio management, and NAV administration either provided internally or delegated to authorised third parties. - CSSF-approved programme of operations.

For SIF and RAIF FCPs: The management company must hold an authorisation as an Alternative Investment Fund Manager (AIFM) under the AIFM Law, unless the fund falls below the AIFMD thresholds (AUM below €100M for leveraged AIFs; €500M for unleveraged AIFs with no redemption rights for 5 years). AIFMs below threshold must register with the CSSF as sub-threshold AIFMs.

6.2 Functions and Delegation

The management company is responsible for: - Portfolio management: Investment decisions, execution of trades, risk management. - Administration: NAV calculation, accounting, investor register, legal and regulatory compliance. - Distribution: Marketing and distribution of units to investors.

The management company may delegate specific functions (e.g., portfolio management to an investment adviser; NAV calculation to a fund administrator; distribution to placement agents), provided that: - CSSF approval is obtained where required. - The management company retains oversight and ultimate responsibility. - No essential function is wholly delegated so as to render the management company a "letter-box entity."

6.3 AIFM Passport

An AIFM authorised in Luxembourg under the AIFM Law holds an EU marketing passport, enabling the FCP's units to be marketed to professional investors throughout the EU without requiring separate host-country authorisation. For retail marketing under AIFMD, national private placement regimes or additional approvals apply.

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7. Depository (Dépositaire)

Every FCP must appoint a single depository (dépositaire) responsible for the safekeeping of assets and oversight of fund operations.

7.1 Eligibility Requirements

For UCITS FCPs: The depository must be a credit institution authorised in Luxembourg under the Law of 5 April 1993 on the financial sector, with its registered office or a Luxembourg branch. In practice, this means a major bank with a Luxembourg custody operation.

For SIF and RAIF FCPs: The depository may be a credit institution or another type of authorised entity ("professional of the financial sector" within the meaning of the 1993 Law), subject to conditions.

7.2 Depository Functions

Function	Detail
Safekeeping (garde)	Holds financial instruments in custody accounts; holds other assets under registered title
Cash flow monitoring	Monitors all cash flows into and out of the fund; verifies that subscriptions are received and redemptions paid within agreed timelines
Oversight — subscription/redemption	Verifies that subscriptions and redemptions comply with the management regulations and applicable law
Oversight — NAV calculation	Verifies that the NAV per unit is calculated in accordance with the management regulations
Oversight — income	Verifies that income is applied in accordance with the management regulations (distributed or accumulated as specified)

7.3 Liability

For UCITS FCPs, the depository bears strict liability for the loss of financial instruments held in custody. Where financial instruments are lost by a sub-custodian to whom the depository has delegated safekeeping, the depository remains liable unless it can demonstrate that the loss arose from an external event beyond its reasonable control. This strict liability standard is a core investor protection under the UCITS Directive.

For SIF and RAIF FCPs, the liability standard is set by the SIF Law and RAIF Law respectively, generally tracking the AIFMD depository liability regime (strict liability for financial instruments in custody; negligence standard for other assets and oversight duties).

The depository must be functionally and organisationally independent from the management company.

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8. Umbrella Structures and Sub-funds (Compartiments)

A Luxembourg FCP may be structured as an umbrella fund (fonds parapluie) comprising multiple sub-funds (compartiments), each with its own investment policy, currency denomination, and unit classes.

8.1 Legal Segregation of Assets

Luxembourg law (Article 71(5) of the UCI Law; Article 71 of the SIF Law; Article 33 of the RAIF Law) provides that the assets and liabilities of each sub-fund are legally segregated: - Creditors of one sub-fund have no recourse against the assets of another sub-fund. - The insolvency or dissolution of one sub-fund does not affect other sub-funds. - This ring-fencing is an express statutory guarantee, not merely a contractual arrangement.

8.2 Unit Classes Within a Sub-fund

Within each sub-fund, the management regulations may create multiple unit classes (classes de parts) that differ in:

Variable	Common class distinctions
Currency	EUR, USD, GBP, CHF hedged and unhedged classes
Distribution policy	Distributing (D) — income paid to investors; accumulating (C / capitalisation) — income reinvested
Target investor	Retail class; institutional class (typically lower fees, higher minimum investment)
Fee structure	Different management fee or performance fee arrangements
Minimum investment	e.g., €1,000 for retail class; €1,000,000 for institutional class
Subscription/redemption charges	Different loads for different distribution channels

All unit classes within a sub-fund share the same pool of assets — the classes differ only in how returns are distributed and what charges apply.

8.3 ISIN and Identification

Each sub-fund and each unit class within it receives its own ISIN (International Securities Identification Number), enabling identification in clearing systems, Bloomberg, Reuters, and investor account statements. LuxCSD and Clearstream are the standard Luxembourg clearing and settlement systems for FCP units.

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9. Units (Parts) — Subscription, Redemption, and Transfer

9.1 Open-ended Structure

Most Luxembourg FCPs are open-ended: new units are created on subscription and cancelled on redemption at each dealing date, at the prevailing NAV per unit. There is no fixed number of units in issue. This makes the FCP structurally distinct from closed-ended vehicles where capital is fixed for a defined investment period.

Some FCPs — particularly those investing in illiquid assets (private equity, real estate, infrastructure) — operate as semi-open or closed-ended structures with limited redemption windows.

9.2 Net Asset Value (Valeur Nette d'Inventaire — VNI)

The NAV per unit is calculated by: 1. Valuing all assets of the sub-fund at fair value (market prices; fair value models for illiquid assets). 2. Deducting all liabilities (accrued fees, payables, provisions). 3. Dividing the resulting net assets by the number of units in issue.

Dealing frequency and NAV calculation frequency are specified in the management regulations: - UCITS: at least twice per month; in practice the overwhelming majority calculate and deal daily. - SIF/RAIF: no mandatory minimum frequency; typically monthly or quarterly for illiquid strategies.

9.3 Subscription and Redemption

Investors submit subscription or redemption orders by the cut-off time specified in the management regulations (typically T or T-1 for daily dealing funds). Orders are processed at the NAV calculated on or after the dealing date (forward pricing). Settlement typically occurs T+2 or T+3 business days after the NAV calculation date.

Management regulations may impose: - Minimum initial and subsequent investment amounts. - Subscription charges (front-end loads) — typically expressed as a percentage of NAV. - Redemption charges (back-end loads or contingent deferred sales charges). - Redemption gates — capping total redemptions on any dealing date (relevant for illiquid sub-funds). - Lock-up periods — preventing redemption for an initial period. - Notice periods — requiring advance notice for large redemptions.

9.4 Transfer of Units

FCP units may be transferred between investors, subject to the management regulations. Unlike SICAV shares of listed funds, FCP units are not listed on a stock exchange and do not trade on secondary markets. Transfers are typically effected through the fund's transfer agent (registrar) by annotation in the investor register. The management company may restrict transfers to eligible investors (particularly for SIF and RAIF FCPs where eligibility is a regulatory requirement).

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10. Investor Disclosure: Prospectus, KID, and Reports

10.1 UCITS FCPs

Prospectus: A UCITS FCP must maintain a full prospectus approved by the CSSF, containing comprehensive information about the fund's investment policy, risks, charges, management company, depository, and past performance. The prospectus must be offered free of charge to any prospective investor before subscription.

Key Information Document (KID): Under the EU PRIIPs Regulation (1286/2014), a KID (Document d'Information Clé / DIC) must be provided to retail investors before subscription. The KID is a standardised three-page document covering: - Nature and objectives of the product. - Risk indicator (1–7 scale). - Performance scenarios (stress, unfavourable, moderate, favourable). - Costs in standardised format (Reduction in Yield / RIY). - Recommended holding period. - Complaint and redress information.

Annual report: Must be published within 4 months of the financial year end and made available to investors free of charge. Must contain audited financial statements.

Semi-annual report: Must be published within 2 months of the end of the first six months of the financial year. Audit is not required for the semi-annual report.

Both reports are filed with the CSSF and made publicly available.

SFDR disclosures (all EU AIFs and UCITS): Under the EU Sustainable Finance Disclosure Regulation (SFDR, 2019/2088), the management company must disclose the fund's sustainability classification: - Article 6: No specific ESG commitment — disclosure of how sustainability risks are integrated. - Article 8: Promotes environmental or social characteristics — pre-contractual and periodic ESG disclosures required; Principal Adverse Impact (PAI) statements at entity level. - Article 9: Has sustainable investment as its objective — most demanding disclosure, including how the sustainable investment objective is met, share of taxonomy-aligned investments (under the Taxonomy Regulation).

SFDR disclosures are included in the prospectus (pre-contractual) and the annual report (periodic). Article 8 and 9 funds must also publish an ongoing website disclosure.

10.2 SIF FCPs

SIF FCPs must provide investors with an offering document (not a regulated UCITS prospectus) containing sufficient information for investors to make an informed investment decision, including information on the investment policy, risk factors, restrictions applicable to well-informed investors, fees, management company, and depository.

SIF FCPs must publish an audited annual report within 6 months of the financial year end. No semi-annual report is required unless the management regulations specify one.

SFDR disclosures apply to SIF FCPs where the management company is an AIFM subject to SFDR.

10.3 RAIF FCPs

RAIF FCPs must provide an offering document equivalent in content to a SIF offering document. Annual report obligations are equivalent to SIF. SFDR applies through the authorised AIFM.

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11. CSSF Authorisation and Ongoing Supervision

11.1 UCITS and Part II FCPs — Prior Authorisation

The launch of a UCITS or Part II FCP requires prior CSSF authorisation. The management company submits an application including: - Draft management regulations. - Information on the management company (authorisation, key personnel, programme of operations). - Information on the depository (authorisation, appointment letter). - Information on key service providers (administrator, auditor). - The proposed prospectus and KID.

The CSSF reviews the application and typically issues its authorisation within 20–30 business days of receipt of a complete file. Upon authorisation, the FCP is added to the official CSSF list of authorised UCIs, publicly accessible on the CSSF website.

New sub-fund of an authorised umbrella: Once an umbrella FCP is authorised, new sub-funds may generally be added by notifying the CSSF, subject to approval within 10 business days of receipt of a complete notification file.

Cross-border marketing (UCITS passport): A Luxembourg UCITS FCP may be marketed throughout the EU by notifying the CSSF, which then notifies the competent authority of each host member state. The UCITS passport is one of the most operationally significant features of the Luxembourg fund industry.

11.2 SIF FCPs — Prior CSSF Authorisation

SIF FCPs require CSSF authorisation before launch. The application includes management regulations, offering document, and information on the management company and depository. The CSSF aims to process complete SIF applications within approximately one month.

11.3 RAIF FCPs — No Prior CSSF Authorisation

RAIF FCPs do not require CSSF authorisation. The management regulations are drawn up by the management company (an authorised AIFM) and take effect upon adoption. The fund may begin operations without waiting for regulatory approval. The authorised AIFM provides the regulatory filter — the CSSF supervises the AIFM, not the RAIF directly.

RAIFs may optionally be registered in the RCS (Registre de Commerce et des Sociétés) for publicity purposes. This optional registration gives legal certainty and is increasingly adopted.

11.4 Ongoing Supervisory Reporting

UCITS and SIF FCPs are subject to ongoing reporting to the CSSF: - Annual statistical return (bilan des UCIs): Annual return covering net assets, unit-holder statistics, portfolio composition, and key operational data. - AIFMD Annex IV reporting: For FCPs managed by an AIFM, regular reports to the CSSF including leverage, liquidity, investor concentration, and portfolio data. - CSSF notification of material events: Change of management company, depository, auditor; material changes to the management regulations or prospectus.

RAIF FCPs report through their AIFM (Annex IV reporting under AIFMD).

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12. Taxation — Taxe d'Abonnement and Exemptions

12.1 Exemption from Corporate Income Tax and Net Wealth Tax

An FCP is not subject to Luxembourg corporate income tax (IRC) or net wealth tax (NWT). As a co-ownership without legal personality, it falls outside the scope of the IRC. Income (dividends, interest, capital gains) arising within the FCP is not taxed at fund level in Luxembourg. This full income tax transparency at source is a central attraction of the Luxembourg FCP structure.

Similarly, no Luxembourg withholding tax applies to distributions of income or capital gains by an FCP to its unit-holders, regardless of where unit-holders are resident. Investors are taxed on distributions and redemption proceeds under the rules of their own jurisdiction.

12.2 Taxe d'Abonnement (Subscription Tax)

The single Luxembourg-level tax on FCPs is the taxe d'abonnement, a recurring annual tax calculated and paid quarterly on the net assets of the fund.

FCP type	Standard rate	Reduced rate (0.01%) applies to
UCITS (Part I)	0.05% pa	Money market funds; funds whose units are exclusively held by institutional investors; pension savings schemes; share classes subscribed exclusively by eligible investors
Part II	0.05% pa	Same qualifying categories as UCITS
SIF	0.01% pa	Standard SIF rate — no further reduction generally available
RAIF	0.01% pa (SIF-equivalent election)	Standard RAIF rate under SIF-equivalent regime

Calculation and payment: The taxe d'abonnement is calculated on the total net assets of the FCP as at the last day of each calendar quarter (31 March, 30 June, 30 September, 31 December) and is paid to the ACD within 15 days after the end of the relevant quarter.

Exemptions (0% rate): Certain FCP categories are fully exempt from the taxe d'abonnement: - FCPs investing exclusively in money market instruments and bank deposits. - FCPs that invest exclusively in other Luxembourg UCIs already subject to the taxe d'abonnement (to prevent double taxation at the fund of funds level). - FCPs established for the benefit of employees of one or more companies under a collective retirement savings scheme. - Microfinance funds.

12.3 VAT Exemption on Management and Depository Fees

Management fees charged by the management company to the FCP, and depositary fees, are exempt from Luxembourg VAT under Article 44(1)(d) of the EU VAT Directive (2006/112/EC) and the corresponding Luxembourg implementing legislation. This exemption applies to both UCITS and non-UCITS FCPs.

12.4 CRS/DAC2 — Automatic Exchange of Financial Account Information

Luxembourg FCPs are Reporting Financial Institutions under the OECD Common Reporting Standard (CRS), transposed in Luxembourg by the Law of 18 December 2015 (as amended to implement EU Directive DAC2). The management company (as operator of the FCP) must: - Identify the tax residence of each unit-holder (individuals and entities) through prescribed due diligence procedures. - Report account information (name, address, tax identification number, account balance/value, income, and redemption proceeds) annually to the ACD. - The ACD automatically exchanges this information with the tax authorities of the unit-holders' jurisdictions of tax residence.

Reporting is made in respect of the calendar year and submitted to the ACD by 30 June of the following year.

The FATCA (Foreign Account Tax Compliance Act) intergovernmental agreement between Luxembourg and the United States imposes equivalent reporting obligations for US persons invested in Luxembourg FCPs.

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13. Annual Reporting, Audit, and Regulatory Filing

13.1 Mandatory Audit

Every FCP — regardless of type or size — must have its annual accounts audited by an approved statutory auditor (réviseur d'entreprises agréé — REA) authorised by the CSSF. This mandatory audit requirement applies to all UCITS, Part II, SIF, and RAIF FCPs.

The auditor verifies that the annual financial statements give a true and fair view of the FCP's financial position and that the financial statements have been prepared in accordance with applicable accounting standards (Luxembourg GAAP, or IFRS for funds that have elected that option).

13.2 Financial Year and Reporting Deadlines

FCP type	Annual report deadline	Semi-annual report
UCITS (Part I)	4 months after financial year end	Required — within 2 months after end of first half
Part II	4 months after financial year end	Required if required by management regulations
SIF	6 months after financial year end	Not required (unless management regulations provide)
RAIF	6 months after financial year end	Not required

Annual and semi-annual reports must be made available to investors free of charge upon request and filed with the CSSF.

13.3 Content of the Annual Report

The annual report of an FCP must include: - Audited financial statements: balance sheet (état des actifs nets), income statement (compte de résultat), statement of changes in net assets. - Statement of portfolio holdings as at the financial year end. - Number of units in issue and NAV per unit as at year end. - Material events during the year. - SFDR periodic disclosure (for Article 8 and Article 9 FCPs). - Total Expense Ratio (TER) or Ongoing Charges Figure (OCF). - Transaction costs. - Information on any soft commission arrangements.

13.4 CSSF Statistical Reporting

The management company must submit an annual statistical return (bilan des UCIs) to the CSSF for each FCP under management. The return includes aggregated data on net assets, number of unit-holders, subscriptions and redemptions, and portfolio composition by asset class and geography.

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14. Dissolution and Fund Merger

14.1 Voluntary Dissolution

The management company resolves to dissolve the FCP in accordance with the management regulations. The standard procedure:

Step 1 — Dissolution decision: The management company adopts a dissolution resolution and notifies the CSSF immediately.

Step 2 — Investor notification: Investors are notified through publication in the appropriate national newspapers and/or direct notice in accordance with the management regulations and applicable law.

Step 3 — Suspension of subscriptions and redemptions: Subscriptions and redemptions are suspended from the date of the dissolution decision.

Step 4 — Liquidation: The management company (or an appointed liquidator) liquidates the portfolio — selling assets, collecting receivables, and settling liabilities.

Step 5 — Distribution of proceeds: Liquidation proceeds are distributed pro rata to unit-holders in accordance with their unit class rights. Distributions are not subject to Luxembourg withholding tax.

Step 6 — Final accounts and CSSF notification: Final accounts are prepared and audited. The CSSF is notified, and the FCP is removed from the official list of authorised UCIs.

14.2 Compulsory Dissolution — CSSF Intervention

The CSSF may order the dissolution of a UCITS or SIF FCP if: - The management company loses its authorisation and no replacement is appointed within a prescribed period. - The depository is no longer compliant and no replacement is appointed. - The FCP's net assets fall below the minimum threshold specified in the management regulations for an extended period. - The FCP operates in violation of applicable law or its management regulations.

14.3 Cross-border Mergers (UCITS)

Luxembourg UCITS FCPs may merge with other UCITS within Luxembourg or across the EU. Chapter 9 of the UCI Law (implementing the UCITS IV merger provisions) governs: - Domestic mergers: Absorbing and absorbed fund must both be authorised by the CSSF; shareholders must be notified at least 30 days before the effective date with a right to redeem free of charge. - Cross-border mergers: The CSSF and the competent authority of the absorbed fund's home member state coordinate the approval process.

RAIF and SIF FCPs may merge in accordance with their management regulations and the applicable law, without the structured UCITS merger process.

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15. Key Numbers at a Glance (2026)

Item	Value
FCP legal personality	None — contractual co-ownership
Mandatory management company	Yes — FCP cannot be self-managed
Minimum management company capital	€125,000 initial; up to €10,000,000 based on AUM
UCITS FCP — eligible investors	Retail (general public)
SIF/RAIF FCP — minimum investment (well-informed investor)	€125,000, or professional investor declaration
UCITS taxe d'abonnement (standard)	0.05% pa
UCITS taxe d'abonnement (reduced — qualifying categories)	0.01% pa
SIF taxe d'abonnement	0.01% pa
RAIF taxe d'abonnement	0.01% pa (SIF-equivalent)
Taxe d'abonnement payment deadline	Within 15 days of quarter end
Luxembourg IRC on FCP income	Exempt
Luxembourg withholding tax on distributions	0%
Management fees / depository fees — VAT	Exempt
CSSF authorisation — UCITS/Part II/SIF	Required before launch
CSSF authorisation — RAIF	Not required (authorised AIFM required)
UCITS new sub-fund CSSF notification period	10 business days
SIF CSSF authorisation — typical timeline	Approximately 1 month
UCITS annual report deadline	4 months after financial year end
UCITS semi-annual report deadline	2 months after end of first half
SIF / RAIF annual report deadline	6 months after financial year end
Mandatory annual audit	Yes — for all FCP types
CRS/DAC2 reporting deadline to ACD	30 June of the following calendar year
UCITS dealing frequency (minimum)	Twice per month
Sub-fund asset segregation	Statutory ring-fencing — creditors of one sub-fund cannot claim against another

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Sources

The following official and authoritative sources were consulted in the preparation of this article:

Commission de Surveillance du Secteur Financier (CSSF) - Authorised UCIs — CSSF Official List - UCITS Management Companies — CSSF - Alternative Investment Fund Managers — CSSF - Specialised Investment Funds (SIF) — CSSF - Reserved Alternative Investment Funds (RAIF) — CSSF - CSSF Circular 14/591 (UCITS ManCo operating conditions)

Guichet.lu (Luxembourg Government Service Portal) - Investment Funds in Luxembourg — Guichet.lu

Administration des Contributions Directes (ACD) - Taxe d'abonnement — ACD

Association of the Luxembourg Fund Industry (ALFI) - Luxembourg — The World's Fund Centre: ALFI - Key Facts and Figures — ALFI

Legislation (via legilux.public.lu) - Law of 17 December 2010 on UCIs (consolidated) - Law of 13 February 2007 on SIFs (consolidated) - Law of 23 July 2016 on RAIFs - Law of 12 July 2013 on AIFMs