The cross-border mobility of a Luxembourg special limited partnership (société en commandite spéciale – SCSp) offers significant strategic flexibility, yet the process is often misunderstood. Can its registered office be transferred abroad without triggering a dissolution? Our latest analysis breaks down the key mechanics: The full analysis of the legal framework and practical steps is…
Recent changes to Luxembourg’s Register of Beneficial Owners (RBE) have redefined the framework for corporate transparency. The new rules replace open public access with a system based on qualified access and heightened regulatory scrutiny. Key implications of this new framework include: For the complete analysis, the episode “Luxembourg RBE Reform: Restricted Access and Escalating Compliance…
How can a company access deep public capital markets without relinquishing long-term strategic control? The answer often lies in sophisticated corporate engineering unique to jurisdictions like Luxembourg. The latest episode of The Luxembourg Fundcast examines the powerful combination of a dual-class share structure with Fiduciary Depositary Receipts (FDRs). Here is a brief analysis of the…
Under the Market Abuse Regulation (MAR), the insider list is more than a compliance task—it’s a critical instrument for market integrity. How you manage it is a direct reflection of your company’s governance culture, especially after a major transaction. Here are a few key insights on transforming this obligation into a strategic asset: Apple Podcasts:…
The recent two-year delay for certain CSRD reporting requirements isn’t a pause button—it’s a strategic recalibration point. The “Stop-the-Clock Directive” has shifted the timeline, but not the fundamental trajectory. For boards in Luxembourg, this period is a critical opportunity to move beyond a compliance mindset and integrate sustainability into the core of corporate strategy. A…
In a Luxembourg S.A., poor board delegation isn’t just inefficient—it’s a direct path to personal liability for directors. Key points to avoid governance failure: • Define “Daily Management”: The legally undefined “gestion journalière” is a major risk. Document its scope and financial thresholds explicitly to prevent conflict. • Inalienable Duties: A board delegates authority, not…
Under Article 19(10) of the Luxembourg Law of 12 July 2013 on AIFMs, the depositary is strictly liable for the loss of financial instruments held in custody. This liability regime is non-negotiable. Contractual clauses that attempt to exclude or limit this responsibility are considered invalid, particularly where they conflict with the core investor protection principles…
The Luxembourg partnership limited by shares – Société en Commandite par Actions (SCA) – is a unique hybrid structure that combines the flexibility of partnerships with the corporate attributes of a public limited company – Société Anonyme (SA). This dual nature makes it an attractive choice for investors and fund managers seeking a balance between…
Luxembourg’s position as a leading hub for alternative investment funds (AIFs) hinges on its rigorous regulatory framework, particularly in anti-money laundering (AML) and countering the financing of terrorism (CFT). For compliance officers (Responsable du Contrôle or RC) and senior management (Responsable du Respect or RR), understanding the nuances of simplified due diligence (SDD), enhanced due diligence (EDD),…
Luxembourg’s alternative investment fund (AIF) sector, a cornerstone of Europe’s financial landscape, faces evolving challenges in anti-money laundering (AML) and counter-terrorist financing (CFT) compliance. Among these, nominee intermediaries – entities holding assets on behalf of underlying investors – require meticulous oversight to align with Luxembourg’s stringent regulatory framework. For Responsables du Respect (RRs) and Responsables Compliance (RCs), balancing operational…