The law of 10 August 2016 modernising the law concerning commercial companies of 10 August 1915 and amending the Civil Code as well as the law of 19 December 2002 on the register of commerce and companies and the accounting and annual accounts of companies (the “Law”), entered into force on 23 August 2016. The Law is immediately applicable for all newly incorporated companies. Existing companies have been granted a period of 24 months to adapt their articles of association. The below is a summary of the main changes which affect private limited liability companies (“société à responsabilité limitée” (“S.àr.l.”)):
Luxembourg’s Financial Sector Supervisory Authority (CSSF) has issued on October 11, 2016 Circular 16/644, which sets out revised rules applicable to all Luxembourg credit institutions acting as depositary banks for UCITS funds as well as to all Luxembourg UCITS, including self-managed funds, and/or their management companies. The circular sets out regulatory requirements clarifying rules under the updated Luxembourg investment fund law implementing the UCITS V directive, which came into force on June 1, and the European Commission’s Level 2 delegated regulation EU2016/438 regarding the obligations of depositaries, as well as various other matters.
The Commission’s delegated regulation (EU) 2016/438 of December 17, 2015, which updates the UCITS regime provisions on the obligations of depositaries, has taken effect as of October 13. The UCITS V Level 2 regulation sets out detailed uniform rules in particular regarding the duties of the depositaries of UCITS funds. The regulation lays down requirements regarding depositaries’ duties, delegation arrangements and the liability regime for UCITS assets under custody, designed to provide a high level of investor protection.
The RAIF benefits from flexibility in terms of legal structuring, and from all the advantages known to the SIF and SICAR regimes: umbrella structure, toolbox assembly approach and the “well-informed” investor concept. Please refer to our newsflash, to get all the details about the RAIF.
simplified regime regarding legal publication relating to companies and
associations has been implemented in Luxembourg on June 1, following approval
of the legislation by the Chamber of Deputies on May 10. The legislation, which was published
in Luxembourg’s Official Journal on May 30 as the Law of May 27, 2016, is
complemented by a circular issued by the Luxembourg
Trade and Companies Register on March 24 (Circular RCSL 16/01).
On June 9, 2016 the CSSF issued the latest update of its Frequently Asked Questions document on the Luxembourg law of July 12, 2013 implementing the AIFMD and the European Commission’s Level 2 regulation on implementation of the directive, last revised on August 10, 2015. The new version provides clarity about the ability of Luxembourg-domiciled alternative funds to conduct loan origination, participation and acquisition, an important issue given the role of Luxembourg as a leading centre for funds conducting or investing in loans.
The Luxembourg Government presented on 29 February 2016 a new set of tax measures to be implemented by 2017, known as the 2017 tax reform package. The new measures concern both corporate and individual taxation, with a particular focus on social justice and international competitiveness. The amendments may be summarised as follows:
On 24 March 2016, the European Commission Delegated Regulation EU 2016/438 supplementing the UCITS V Directive with regard to obligations of depositaries was published in the Official Journal of the European Union. The Delegated Regulation will apply from 13 October 2016.