Introduction
The Luxembourg Commission de Surveillance du Secteur Financier (CSSF) has announced a significant overhaul of its reporting requirements for Luxembourg investment fund managers1 (IFMs) managing funds not authorised by the CSSF. Effective 27 June 2025, Circular CSSF 15/612 is repealed and replaced by the newly issued Circular CSSF 25/894 on information to be submitted to the CSSF in relation to investment funds non-authorised by the CSSF (the Circular). This reform is designed to ensure that the CSSF maintains a comprehensive, up-to-date overview of all funds managed by Luxembourg IFMs, in line with its supervisory obligations and European regulatory requirements.
Broader scope of application
The Circular introduces a broader and more robust scope compared to its predecessor. It applies to all investment funds not authorised by the CSSF that are managed by a Luxembourg IFM. This includes:
- European UCITS not established in Luxembourg,
- European AIFs established in other EU or EEA Member States,
- Non-authorised AIFs established in Luxembourg,
- AIFs established in third countries.
Luxembourg IFMs are now required to notify without delay2 the CSSF of their management of these funds via the dedicated eDesk procedure. Notably, these notifications must, in principle, be made prior to any notifications relating to the European management passport under the freedom to provide services or the freedom of establishment. This ensures the CSSF is informed at the earliest possible stage of any new fund management activity involving non-authorised funds.
The Circular also requires IFMs to timely notify the CSSF whenever a substantial change occurs in the information or documentation previously transmitted and within 10 working days when they cease managing an investment fund that is not authorised by the CSSF.
Expansion of the information to be submitted
The Circular also expands the information that must be submitted to the CSSF. For each notified fund, IFMs must now provide, where applicable, details of the fund's key service providers, including:
- UCI administrator(s),
- Portfolio management delegate(s) and sub-delegate(s).
This is in addition to the information already required under the previous regime. The aim is to give the CSSF a more granular and transparent view of the operational and delegation structures of all non-authorised funds managed by Luxembourg IFMs.
What's next?
The Circular entered into force on 27 June 2025. The new requirements are effective immediately from the date of entry into force, and all relevant notifications and updates must be made using the forms and procedures specified by the CSSF, available via its eDesk platform.
The CSSF also reminds that each IFM is responsible for ensuring that the organisation of funds non-authorised by the CSSF as well as the delegation structure and, where applicable, the sub-delegation structure of these funds, comply with the regulations applicable to IFMs and to funds non-authorised by the CSSF.
Footnotes
1. Including ManCo15, registered AIFMs and authorised AIFMs.
2. "The information must be addressed to the CSSF:
- Before the ManCo15 or the authorised AIFM concerned starts managing a European UCITS and/or an additional AIF;
- At least 10 working days after the registered AIFM concerned has started managing an additional AIF."
Please note that the CSSF considers that an IFM assumes the role of manager at the latest at the date of the signature, or at the effective date of the management agreement, even if the fund has not been launched; at the date of the investment fund's establishment when the IFM also serves as managing general partner or manager under the Law of 10 August 1915 on commercial companies (or when the fund initiator is the same or belongs to the same group as the IFM's initiator), or any other date on which legal and factual evidence shows that the AIFM has been granted overall management responsibility under the Law of 12 July 2013 on alternative investment fund managers, as amended.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
