Luxembourg Investment Company in Risk Capital (SICAR)

Benefit from no diversification rules, tax efficiency, EU passporting, strong market recognition, and scalability.

General Overview

  • Legal Basis: Governed by the Luxembourg Law of 15 June 2004, as amended.
  • Regulatory Oversight: Fully regulated and supervised by the Commission de Surveillance du Secteur Financier (CSSF).
  • Target Investors: Reserved for well-informed and professional investors.
  • Setup Timeframe: The setup timeframe ranges from 2 to 3 months, though it can vary depending on the complexity of the structure.
     

Key Features

  • Corporate Flexibility: Can be structured as:
    • Investment Company with Variable Capital (SICAV)
    • Investment Company with Fixed Capital (SICAF)
    • Limited Partnership (SCS or SCSp)
  • Investment Scope: Focuses exclusively on risk capital investments (private equity, venture capital, and similar asset classes).
  • No Diversification Rules: Unlike SIFs, SICARs are not subject to asset diversification requirements.
  • Umbrella Structure: Can include multiple sub-funds with segregated liability.
  • EU Passporting: If managed by an authorized AIFM, SICARs can be marketed across the EU.
     

Taxation

  • Corporate Tax Exemption: Exempt from corporate income tax on qualifying risk capital investments.
  • No Subscription Tax: Unlike SIFs, SICARs are not subject to the 0.01% subscription tax.
  • No Withholding Tax on distributions to non-resident investors.
  • Access to Luxembourg’s Double Tax Treaty Network for tax efficiency.
     

Governance & Service Providers

  • AIFM Requirement:
    • Must appoint an Alternative Investment Fund Manager (AIFM) if structured as an Alternative Investment Fund (AIF).
  • Depositary Requirement:
    • Must appoint a regulated depositary in Luxembourg.
  • Central Administration: Required in Luxembourg.
  • Auditor: A Luxembourg-registered auditor must be appointed.
     

 

Advantages of a Luxembourg SICAR

  • No Diversification Rules: Investors have full flexibility to focus on risk capital investments without restrictions.
  • Tax Efficiency: Exempt from corporate tax on eligible investments, making it attractive for private equity and venture capital.
  • EU Passporting: If managed by an AIFM, allows cross-border fundraising within the EU.
    Strong Market Recognition: Well-established framework widely accepted by institutional investors.
  • Scalability: Can be structured as an umbrella fund with multiple sub-funds.
     

Use Cases

  • Private Equity & Venture Capital Funds
  • Debt & Mezzanine Financing Structures
  • Infrastructure Investments
  • Real Estate Development with Risk Capital Element
     

Setup & Support by KENDRIS Capital

  • Assistance with CSSF approval and SICAR structuring.
  • Drafting of regulatory documentation (Offering Memorandum, Limited Partnership Agreement, etc.).
  • Ongoing fund management, administration, and compliance services.
     

Luxembourg SICAR Factsheet

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Key contact

Nikolas Charalambous
Nikolas Charalambous
Managing Director
MBA, BSc. Accounting
T +357 24 205300
Kyriacos Antonaki
Kyriacos Antonaki
Operations Manager
MBA, BSc. Economics
T +357 24 205300

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