Home to 18 of the world's 20 largest private equity managers and nearly half of Europe's PE/VC fund assets, Luxembourg is where most cross-border managers end up structuring. This page breaks down how it actually works — and how Mangis Bay acts as your gateway into the market, from structuring to set-up to service providers.
of the world's biggest PE managers have operations in Luxembourg
alternative funds NAV domiciled in Luxembourg
share of all European private equity & VC fund domiciliation
biggest investment fund centre globally, with €7.77tn total AuM
alternative investment funds reported in Luxembourg in 2024
double tax treaties in force, plus a AAA sovereign rating
Source: LPEA & PwC Luxembourg, Private Equity Data Dashboard, January 2026.
"For fund managers outside Europe, Luxembourg is rarely the first jurisdiction they know well — but it is usually the one they end up in. The toolbox is flexible, the ecosystem is deep, and the passport opens the rest of the EU."
Luxembourg's appeal isn't a single feature — it's the combination of a flexible legal toolbox (from lightly-regulated RAIFs to CSSF-supervised SIFs), an EU-wide marketing passport, a stable AAA-rated tax and political environment, and one of the deepest ecosystems of fund administrators, depositaries, auditors and lawyers anywhere in the world.
What's harder to find from the outside is a single, trusted point of contact who can translate that toolbox into a decision — and then actually get the entity set up, governed and staffed. That's the gap Mangis Bay fills: we act as your gateway to Luxembourg, from choosing the right structure through to appointing directors and selecting service providers.
Luxembourg offers four principal routes for a private markets fund: the RAIF, the SIF, the SICAR, and unregulated Limited Partnerships (SCS/SCSp). Each strikes a different balance between flexibility, regulatory oversight and eligible investors.
No CSSF pre-approval needed, but still fully AIFMD-passportable via an authorised AIFM. 50% of surveyed managers use a RAIF.
Read the full RAIF guide →A tried-and-tested, directly CSSF-supervised vehicle. Useful where investors or regulators want the reassurance of direct regulatory oversight rather than an indirectly-supervised route.
Read the full SIF guide →Purpose-built for private equity and venture capital investing in risk capital, with no risk-diversification requirement — good for concentrated, high-conviction strategies.
Read the full SICAR guide →The fastest and most flexible route, purely contractual. 61% of surveyed managers use an unregulated SCSp — the single most popular Luxembourg PE vehicle today.
Read the full SCS/SCSp guide →See legal forms, structuring examples & full comparison tables →
Every Luxembourg fund set-up follows the same broad sequence. Click each step to see what's involved — and where Mangis Bay typically takes the load off your team.
Luxembourg law requires genuine economic substance — a registered office, local decision-making and, per CSSF Circular 18/698, real management activity rather than a shell. This typically means board meetings held locally and, ideally, Luxembourg-resident directors on the board.
We appoint qualified independent directors for your Luxembourg structures and help design a governance framework that genuinely satisfies substance requirements — not just a registered address.
Discuss directors & governance →Your legal form (FCP, SICAV/SICAF, or SCS/SCSp) determines whether the vehicle can be internally managed by its own board or general partner, or must appoint a management company. This decision cascades through governance, cost and marketing considerations.
We help you weigh self-managed versus externally managed structures against your actual operating model, and coordinate with legal counsel on constitutive documents.
Talk through your structure →Above the de minimis thresholds (€100m leveraged / €500m unleveraged), your fund needs an authorised AIFM — either your own entity, authorised in Luxembourg, or a licensed third-party AIFM you appoint. Both routes are well developed locally.
We help shortlist and vet third-party AIFMs against your strategy and cost profile, or advise on the substance required to become authorised yourselves.
Get an AIFM shortlist →A regulated Luxembourg PE fund needs a central administrator, a depositary, an approved auditor and, in most cases, a local bank account. Dozens of providers compete for this business — with very different pricing, service quality and sector specialisation.
This is where we add the most value: running a structured selection process across Fund Administration, Depositary/Custody, Investor Services/TA, Auditors and banking — see the full breakdown below.
See service providers ↓Choosing the right partners is as important as choosing the right fund vehicle — and far less visible from outside Luxembourg. Click each category to see what it covers and how Mangis Bay helps you select, appoint and manage it.
Central administration covers domiciliation, NAV calculation, accounting, tax filings and company secretarial work for the fund and its underlying SPVs.
Mangis Bay's role: we benchmark administrators for sector fit, pricing and responsiveness, then manage the onboarding and service-level negotiation.
Regulated vehicles (SIF, SICAR, RAIF) require a Luxembourg depositary responsible for asset safekeeping, cash-flow monitoring and oversight duties.
Mangis Bay's role: we identify depositaries suited to your asset class — including non-banking depositaries where a full banking relationship isn't needed.
Registrar and transfer agent functions handle investor onboarding, AML/KYC, subscriptions, redemptions and capital call administration.
Mangis Bay's role: we help select a TA that matches your investor base's geography and sophistication, and coordinate onboarding workflows.
Most structures need a local operating account, and non-banking depositaries must maintain cash accounts with a separate bank — a process best started early.
Mangis Bay's role: we make warm introductions to Luxembourg banks suited to your investor profile and help pre-empt AML documentation delays.
An independent, CSSF-approved Luxembourg auditor (réviseur d'entreprises agréé) is required for regulated vehicles and in most other structures in practice.
Mangis Bay's role: we shortlist auditors with genuine private equity experience — not just fund audit capacity — and manage the tender process.
Independent directors provide local substance, board oversight and a second set of eyes on conflicts, valuation and regulatory compliance.
Mangis Bay's role: we appoint experienced independent directors to your boards and support ongoing governance, reporting and CSSF liaison.
Unregulated structures (SCS/SCSp) typically launch within 1–3 months; regulated vehicles (SIF, SICAR) within 3–6 months, depending on CSSF approval timing. RAIFs sit in between, benefiting from AIFM oversight rather than direct CSSF approval.
Mangis Bay can support at every stage of this lifecycle — not only at launch, but through ongoing governance, reporting oversight and service-provider management once the fund is live.
ELTIF isn't a fund type on its own — it's a European label that can be layered onto an eligible AIF (a RAIF, SIF, Part II fund or SICAV) once authorised by the CSSF. It unlocks a single EU-wide marketing passport to both professional and retail investors — a rare combination in the alternatives world. The regime was substantially reformed by the ELTIF 2.0 Regulation, in force since 10 January 2024.
minimum share of assets that must sit in eligible investments — down from 70% under the original ELTIF 1.0 rules
market capitalisation ceiling for listed portfolio companies an ELTIF can still invest in
borrowing limit as % of NAV — 50% if marketed to retail investors, up to 100% if professional-investors-only
deadline for legacy ELTIF 1.0 funds to fully transition, provided they raise no further capital in the meantime
Unlisted companies, small-cap listed companies (below the €1.5bn threshold), qualifying loans, real assets (the old €10 million minimum-per-asset rule has been removed), green bonds, simple/transparent/standardised securitisations, and up to 10% in other eligible funds (ELTIFs, EuVECAs, EuSEFs, UCITS or EU AIFs).
Max 20% of capital in a single portfolio undertaking, real asset, or fund; max 10% in UCITS-eligible assets or OTC derivative exposure. These limits fall away entirely for ELTIFs marketed solely to professional investors.
Borrowing may not exceed the life of the ELTIF and must serve investment or liquidity purposes. Master-feeder ELTIF structures are now permitted (where both master and feeder are themselves ELTIFs), and fund-of-ELTIFs strategies are possible. STS securitisations are investable, capped at 20% of NAV where units are marketed to retail investors.
We help you assess whether an ELTIF 2.0 wrapper is worth the added structuring and reporting overhead for your fundraising strategy — and coordinate with your AIFM and legal counsel on the authorisation.
Ask about ELTIF 2.0 →An authorised ELTIF can market to professional and retail investors across the EEA on a single AIFMD-style passport, with no requirement to maintain local facilities in each host state. Managers marketing to retail investors must also meet MiFID product-governance requirements, and additional distribution rules apply to the distributing entity.
An ELTIF still needs the same core team as any Luxembourg AIF: central administration, a transfer/registrar agent, a depositary bank and an approved auditor — see our provider breakdown above.
Review service providers ↑Already have (or are considering) an ELTIF 1.0 fund? Funds authorised under the original ELTIF 1.0 Regulation before 10 January 2024 are grandfathered under the old rules until 11 January 2029 — but only as long as they raise no further capital. New ELTIFs, and any raising fresh capital, must comply with the full ELTIF 2.0 regime today.
Simplified for orientation only — the right answer always depends on your investors, strategy and home jurisdiction. Talk to us before relying on any of this for a real structure.
| Vehicle | Corporate income tax | Net wealth tax | Subscription tax | Withholding tax on dividends | Treaty access |
|---|---|---|---|---|---|
| SOPARFI (holding co.) | ~24.94% combined (Luxembourg City) | 0.5% / 0.05% tiered | N/A | 15% (0% via participation exemption / treaty) | Full |
| SICAR | Applies, but risk-capital income exempt | Minimum NWT only | N/A | None at source | Yes |
| SIF | None | Exempt | 0.01% (PE/VC) or 0.05% | None | Case-by-case |
| RAIF (standard regime) | None | Exempt | 0.01% (PE/VC) or 0.05% | None | Depends on legal form |
| SCS / SCSp | Tax transparent — none at fund level | Not applicable | None | None | Generally at investor level |
Read the full tax guide — CIT, NWT, carried interest & more →
This page is provided for general educational purposes only and does not constitute legal, tax, regulatory or investment advice. Figures are sourced from LPEA's Private Equity in Luxembourg guide (May 2026), the LPEA/PwC Luxembourg Private Equity Data Dashboard (January 2026), and Bonn Steichen & Partners' guides on RAIF structuring and ELTIF in a Nutshell. Rules change and individual circumstances vary — please speak with us or your own legal and tax advisors before acting on any of this.
Fund managers rarely need help understanding that Luxembourg works — they need help navigating how to get there without a dozen disconnected advisor relationships. Mangis Bay is built to be that single point of contact.
From choosing between a RAIF, SIF, SICAR or SCSp to coordinating legal counsel, we help you get from decision to launch without re-learning Luxembourg from scratch.
We appoint qualified independent directors to your Luxembourg boards and help build governance that satisfies substance requirements — not just a mailbox.
Structured, benchmarked selection across Fund Administration, Depositary/Custody, Investor Services/TA, Auditors and banking — with vetted shortlists, not a single referral.
Once launched, we help manage the relationships that keep a Luxembourg structure running smoothly — reporting deadlines, provider performance, and CSSF liaison where relevant.
Both carry the same tax treatment, but supervision differs. A RAIF needs no direct CSSF approval before launch — it is regulated indirectly through its authorised AIFM, which usually makes it faster to bring to market. A SIF is directly approved and supervised by the CSSF, which some investors find reassuring even though it typically takes longer to launch.
The unregulated SCS or SCSp — a purely contractual limited partnership that is tax transparent and carries no CSSF supervision of its own. It is used by roughly six in ten surveyed Luxembourg private equity managers today, making it the single most common vehicle in the market.
Only if it carries the ELTIF label. ELTIF is not a separate legal form — it's a European wrapper that can be layered onto an eligible AIF, such as a RAIF or SIF, once authorised by the CSSF. Once wrapped, the fund gets a single EU-wide marketing passport to both professional and retail investors, under the ELTIF 2.0 Regulation in force since January 2024.
Under the RAIF-SIF tax regime, there is no corporate income tax and no net wealth tax at fund level. The only recurring charge is a light annual subscription tax — 0.01% for private equity and venture capital funds, or 0.05% for other strategies.
Above the AIFMD thresholds — €100 million leveraged or €500 million unleveraged in assets under management — an authorised AIFM becomes mandatory, either your own Luxembourg-authorised entity or a licensed third-party AIFM appointed for the purpose. Below those thresholds it remains optional but is often used anyway for the AIFMD marketing passport.
Whether you're comparing jurisdictions, choosing between a RAIF and an SCSp, or ready to appoint directors and service providers — we'd welcome a conversation. Most engagements start with a short scoping call.
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