Securitisation and fund structuring in Luxembourg

Structuring under the Law of 22 March 2004 on securitisation, as amended — designed for how the vehicle will actually be run, not only for how it reads at closing. The practice covers the vehicle, the issuance, and the operational reality that substance expectations now attach to; the analysis behind every structure is one the principal defends personally.

What we do

Securitisation vehicles and compartments. Incorporation and structuring of securitisation undertakings under the 2004 Law: choice of form, compartment architecture with statutory ring-fencing between compartments, limited-recourse and non-petition mechanics, and the governance the vehicle needs to survive scrutiny.

Notes issuance. Structuring and coordination of fixed-income issuance out of the vehicle: transaction documentation architecture, investor disclosure, listing route analysis where a listing is wanted — see Euro MTF listings — and the perimeter question that decides whether the CSSF supervises the vehicle (continuous issuance of securities to the public) or not.

Operational substance. The 2004 Law is largely silent on substance; tax law, regulator practice and market convention are not. Boards that meet and decide in Luxembourg, service-provider arrangements that hold together, documentation that matches reality — we build and run this side deliberately. The note on substance in securitisation structures sets out the analysis.

EuSEF and EuVECA fund structuring. Qualifying venture capital and social entrepreneurship funds under Regulations (EU) 345/2013 and 346/2013: registration-based structures for sub-threshold EU managers, with pan-European marketing under the label and materially lighter documentation than a full AIFMD passport.

Wind-down. Structures end. Compartment terminations and vehicle liquidations are part of the same practice — see liquidation & dissolution.

Frequently asked questions

Does a Luxembourg securitisation vehicle need CSSF authorisation?

Generally no. Authorisation is required only where the vehicle issues financial instruments to the public on a continuous basis — both terms are defined and the assessment is fact-specific (frequency of issuances, denominations, distribution). Most private and institutional programmes are structured to remain outside supervision; the analysis should be documented at inception, not reconstructed later.

What do compartments actually ring-fence?

Assets and liabilities allocated to a compartment are, by statute, available only to the investors and creditors of that compartment. The ring-fence holds if the allocation is kept clean in the accounts and contracts — which is an operational discipline, not a drafting feature.

Can the vehicle actively manage the securitised assets?

Passive management is the safe harbour. The 2022 amendments widened what is possible — including for debt portfolios — but active, entrepreneurial management of risk remains the boundary of the regime. Where the strategy is genuinely active, an investment-fund analysis is usually the honest answer.

Why does substance matter for an SPV that has no staff?

Because tax treaties, the anti-abuse rules, and counterparties' diligence all test where decisions are actually taken. An SPV does not need employees; it needs a board that functions in Luxembourg, books kept there, and service arrangements consistent with what the documents claim. That is buildable — and it is what we build.