Following the entry into force of the law of July 23rd 2016 on Reserved Alternative Investment Funds (“RAIF Law”), the Luxembourg Register of Commerce and Companies (“RCS”) published on August 3rd 2016 circular RCSL 16/02 (the “Circular”) which follows and completes circular 16/01 of March 24th 2016 (for more information about this circular please refer to our article, FCP – Changes to registration at RCS).
This Circular aims to clarify the following procedures applicable to this specific type of fund:
- registration of reserved alternative investment funds (“RAIFs”) with the RCS;
- publication of the mention of creation of the RAIF;
- registration of the RAIF on the list referred to in paragraph (3) of article 34 of the RAIF Law.
The Circular clarifies that, as for all other companies, RAIFs have to be registered with the RCS under the legal form adopted at the time of their creation. However, RAIFs subject to chapter 4 of the RAIF Law, meaning those that have not adopted the form of a SICAV or a mutual fund (fonds commun de placement) nor any of the forms provided for by article 1 of December 19th 2002 relating to the RCS will have to be registered under a new section L created by Circular 16/01 specifically for this form of fund, by providing the following information:
- name of the RAIF;
- inception date of the RAIF; and
- for the management company of the fund, the name, form, registered office and registration number if relevant.
In addition to the above mentioned registration, RAIFs that have not been constituted by notarial deed, are also requested to publish a notice regarding their constitution. Such notice shall indicate the AIFM that manages them. The notice shall be deposited with the RCS for publication on the Recueil Electronique des Sociétés et Associations (“RESA”) within 15 working days of the notarial deed ascertaining the creation of the RAIF.
Finally, the Circular clarifies that the registration of the RAIFs on the dedicated list for RAIFs, which is to be made pursuant to article 34(3) of the RAIF Law, is to be requested in writing to be sent with an acknowledgement of receipt to the manager of the RCS. A RAIF has twenty working days from the day of the notarial deed ascertaining its constitution to be inscribed on the list.