A Luxembourg Partnership Limited by Shares (SCA) ~ Société en Commandite par Actions ~ is a unique hybrid entity combining features of partnerships and corporations.

It consists of two distinct types of partners:

• General partners, who manage the entity and bear unlimited liability, and;
• Limited partners, whose liability is capped to their capital contributions.

This structure offers flexibility, making it particularly attractive for investment funds and private equity vehicles.

The SCA also allows for efficient capital raising, as shares held by limited partners can be freely transferred and, in some cases, publicly traded.

Balancing operational control with limited liability, the SCA is a sophisticated choice for businesses and fund managers seeking functional and financial efficiency.

This entity is generally treated as tax opaque for Luxembourg tax purposes.

A Luxembourg Limited Partnership (SCS) ~ Société en Commandite Simple ~ is a highly flexible and investor-friendly legal structure.

It consists of two types of partners:

• General partners, who manage the partnership and assume unlimited liability, and;
• Limited partners, whose liability is restricted to their capital contributions.

Popular among private equity and venture capital firms, the SCS offers considerable contractual freedom, allowing partners to tailor the terms of their partnership to specific needs.

While the SCSp has become the preferred limited partnership vehicle for alternative investment funds, the SCS continues to be used in specific situations where legal personality is desirable, such as for operational or structuring reasons, or where existing, well-established partnership structures are being continued or expanded.

A Luxembourg Special Limited Partnership (SCSp) ~ Société en Commandite Spéciale or SLP ~ is a highly flexible and tax-transparent legal structure, tailored to meet the needs of private equity and alternative investment funds.

Unlike other entities, the SCSp has no legal personality, simplifying its setup and operational framework. It comprises general partners, who manage the partnership and bear unlimited liability, and limited partners, whose exposure is limited to their contributions.

The ability to adapt partnership agreements to meet specific objectives, the SCSp is a modern and efficient solution for sophisticated investment strategies, offering an unrivalled balance of simplicity and flexibility.

A Société d'Investissement à Capital Variable (SICAV) is a type of open-ended investment company with variable capital.

A SICAV benefits from variable share capital, enabling it to issue new shares to meet investor demand and redeem shares at the request of investors without requiring a notarial deed.

This provides a significant operational advantage compared to a typical Luxembourg company, where changes to share capital generally require notarial intervention.

A fund may be established in contractual form as a fonds commun de placement (FCP).

An FCP is a contractual co-ownership of assets without legal personality, managed by a Luxembourg management company on behalf of investors, who hold units rather than shares.

This structure offers operational simplicity and flexibility, avoids corporate formalities, and is often used where a non-corporate fund vehicle is preferred.

While distinct under Luxembourg law, an FCP is functionally similar to other contractual fund structures used internationally, in that investors participate through units representing an interest in the underlying assets, such as a unit trust.

Setting up a Chapter 15 Management Company (ManCo) in Luxembourg offers asset managers a powerful gateway to the European investment market. A Chapter 15 ManCo is a fully licensed UCITS management company under Luxembourg’s Law of 17 December 2010. It enables you to manage and distribute UCITS funds across the EU through passporting, while also offering discretionary portfolio management and certain MiFID services.

Establishing a ManCo in Luxembourg allows you to streamline fund management under a single, scalable structure that complies with robust regulatory standards. You can host both proprietary and third-party funds, while outsourcing non-core functions to reduce overhead and maintain focus on investment performance.

Chapter 16 Investment Fund Managers (IFMs) are management companies authorised under Chapter 16 of the Law of 17 December 2010 relating to undertakings for collective investment.

The CSSF’s prudential supervision aims to verify that Chapter 16 IFMs subject to its supervision continuously observe all legal, regulatory, and contractual provisions relating to their organisation and operation, with the objective of ensuring investor protection and the stability of the financial system.

Third-country firms looking to build a long-term presence in Europe may consider establishing their Luxembourg-based UCITS management company or Alternative Investment Fund Manager (AIFM). This approach allows complete control over the EU's fund governance, investment strategy, and regulatory relationships.

Setting up a proprietary ManCo provides the advantage of holding the EU “passport,” which enables fund distribution across all EU member states. However, it requires a significant commitment in regulatory capital, local substance (including risk, compliance, and portfolio management functions), and ongoing supervision by the Luxembourg financial regulator, the CSSF.

For firms with sufficient scale and strategic intent, this model supports long-term brand development and operational autonomy within the European fund ecosystem.

An increasingly popular route for third-country managers is to act as a delegate under an existing Luxembourg ManCo. Under this structure, a fully licensed UCITS or AIFM ManCo retains regulatory responsibility, while delegating the portfolio management function to your team.

This delegation model allows third-country managers to retain control over their investment strategies while relying on the Luxembourg ManCo for regulatory oversight, risk management, compliance, and reporting.

It is a cost-effective and efficient way to enter the EU market, especially for managers who may not be ready to establish their regulated presence. Regulatory delegation frameworks are clearly defined under UCITS and AIFMD regimes, providing legal clarity and operational stability.

Third-country managers may also enter the market by serving in an advisory capacity to a Luxembourg ManCo. Rather than managing assets directly, your firm would provide investment recommendations or strategy insights to a Luxembourg-based portfolio manager or fund board.

This model does not require licensing or regulatory approval in Luxembourg, making it an accessible entry point for boutique managers or those testing market appetite. It allows for strategic involvement in fund performance without the responsibilities of formal delegation or regulatory substance.

Luxembourg’s white-label platforms offer a fast and cost-efficient route to launch a fund under the umbrella of an established third-party ManCo. These platforms are fully licensed, operationally mature structures that allow third-country managers to focus solely on their investment strategy while the platform provider handles compliance, governance, and distribution.

This model dramatically reduces time-to-market—often allowing fund launches within 8 to 12 weeks—and requires minimal capital investment. It is ideal for managers seeking to test their strategies in the European market, serve niche investor segments, or maintain a lean international structure.

Some white-label platforms also offer built-in distribution channels, technology infrastructure, and investor reporting tools, providing a complete one-stop solution.