Financial Licensing · Luxembourg

Luxembourg AIFMD Authorisation

Luxembourg is the premier EU jurisdiction for Alternative Investment Fund Manager (AIFM) authorisation — providing an EU AIFMD passport to market AIFs to professional investors across the 27 EU member states.

LuxembourgAIFMDAIFMEU PassportCSSFAlternative FundsEU Access
Overview

Luxembourg — The EU Fund Management Hub

The EU Alternative Investment Fund Managers Directive (AIFMD) requires that fund managers marketing alternative investment funds (AIFs) to EU professional investors be authorised as an AIFM. Luxembourg's CSSF is one of Europe's most respected financial regulators, and Luxembourg-domiciled AIFMs benefit from the full AIFMD passport — the ability to market AIFs across all 27 EU member states under a single regulatory regime.

Marensa Advisory advises on Luxembourg AIFMD authorisation strategy — including CSSF application, depositaire arrangements, reporting obligations, and the management of non-EU AIFs under the AIFMD national private placement regime.

Apply for Luxembourg AIFMD Authorisation
What We Cover
  • AIFM authorisation application to CSSF under AIFMD / Law of 12 July 2013
  • Legal entity formation: Luxembourg SA or SCA
  • Minimum capital: EUR 125,000 (or EUR 300,000 for internal AIFM)
  • Appointed depositary (Luxembourg credit institution)
  • Risk management and portfolio management functions
  • CSSF-approved conducting officers (at least 2)
  • AIFMD Annex IV regulatory reporting (ESMA templates)
  • AIFMD marketing passport notification to CSSF
  • AML/CFT programme and CSSF compliance officer
Key Considerations

Luxembourg AIFMD — Key Structural Points

AIFMD authorisation in Luxembourg is the standard route for non-EU fund managers seeking EU institutional marketing access.

Full EU Marketing Passport
A Luxembourg-authorised AIFM can notify CSSF to market EU AIFs across all 27 EU member states under the AIFMD passport — without separate regulatory authorisation in each member state.
Non-EU AIFM Delegation
Non-EU fund managers (UAE, Singapore, UK post-Brexit) can establish a Luxembourg AIFM and delegate portfolio management back to the non-EU manager under an AIFMD-compliant delegation arrangement — with substance maintained at the Luxembourg AIFM level.
Depositary Requirement
An AIFMD-authorised AIFM must appoint an CSSF-approved Luxembourg depositary for each AIF it manages. The depositary holds AIF assets and provides oversight of the AIFM's compliance with the fund's investment policy.
Conducting Officers
A Luxembourg AIFM must have at least two CSSF-approved conducting officers based in Luxembourg — who are personally responsible for the AIFM's regulatory compliance and are not subject to delegation.
AIFMD Annex IV Reporting
AIFMs must file quarterly AIFMD Annex IV reports with CSSF — covering fund positions, exposures, leverage, liquidity, and counterparty risk. ESMA reporting templates apply.
Substance Requirements
Post-AIFMD delegated arrangements require demonstrated substance at the Luxembourg AIFM — sufficient staff, decision-making capability, and risk/compliance oversight that cannot be fully delegated.
Our Process

How We Work

01
Structure Design
We design the Luxembourg AIFM structure — entity form, delegation arrangements, conducting officer sourcing, and depositary selection.
02
Entity Formation
We coordinate Luxembourg entity formation (SA or SCA) with Luxembourg counsel and notarial requirements.
03
CSSF Application
We prepare and file the full AIFMD authorisation application to CSSF — business plan, compliance programme, key function descriptions, and conducting officer applications.
04
Depositary Engagement
We coordinate depositary mandate negotiation and engagement for each AIF to be managed.
05
AIFMD Passport Filing
Post-authorisation, we manage AIFMD marketing passport notification filings for each target EU member state.
06
Ongoing Compliance
We manage AIFMD Annex IV reporting, annual AIFM regulatory reporting, and CSSF supervisory engagement.
Why Marensa

EU Access. Luxembourg Structure.

An AIFMD passport is the most efficient route for fund managers marketing alternative investments to EU professional investors at scale — but CSSF substance requirements and depositary obligations must be taken seriously.

Marensa Advisory advises on Luxembourg AIFMD structuring with a focus on commercial deliverability — combining regulatory expertise with understanding of fund managers' commercial objectives and investor requirements.

Start the Conversation
27
EU Member States
CSSF
Regulator
EUR 125K
Min Capital
AIFMD
Passport Regime
FAQ

Common Questions

Does a Luxembourg AIFM need physical offices in Luxembourg? +

Yes. CSSF requires that the Luxembourg AIFM demonstrate genuine substance in Luxembourg — at minimum, two CSSF-approved conducting officers who are responsible for the firm's regulated activities and who are not fully occupied by delegated functions elsewhere.

Can a UAE or Singapore manager use a Luxembourg AIFM to access EU investors? +

Yes. This is the primary use case. A non-EU manager establishes a Luxembourg AIFM, delegates portfolio management to the non-EU entity, and uses the Luxembourg AIFM's AIFMD passport to market to EU professional investors across all 27 member states.

What is the AIFMD review (AIFMD II)? +

AIFMD II entered force in 2024 — tightening delegation rules, introducing new loan origination fund provisions, and expanding depositary passport provisions. Luxembourg AIFMs must comply with AIFMD II requirements in their compliance programmes.

How long does CSSF AIFMD authorisation take? +

CSSF has a statutory review period of 3 months from receipt of a complete application. In practice, the process from initial engagement to authorisation typically takes 6–9 months — including entity formation, staff recruitment, and CSSF review.

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