27 July 2026
Open a SICAF or SICAV in Luxembourg
The main steps for setting up a SICAF or SICAV in Luxembourg and the legal requirements. Contact our Luxembourg lawyers for detailed information.
Here is a guide on how to open a SICAF or SICAV in Luxembourg for setting up an investment fund. Our lawyers in Luxembourg can offer you advice and support in the creation of both types of entities.
| Quick Facts | |
|---|---|
| Applicable legislation | – Undertakings for Collective Investments in Transferable Securities (UCITS) Law, – Specialized Investment Funds (SIFs) Law, – Company Act |
Similarities between the SICAF and SICAV | – availability for the creation of various types of investment funds, – access to tax exemptions, – possibility to invest in various types of assets |
Differences between the SICAF and SICAV | The SICAF is an investment company with a fixed share capital, the SICAV is an investment company with a variable capital. |
| Legal forms available for the registration of a SICAF | – private limited company, – public limited company, – special limited partnership, – limited partnership, – partnership limited by shares |
| Legal forms available for the registration of a SICAV | – public limited liability company (the only form for a UCITS SICAV); SIF, RAIF and Part II SICAVs may also be private limited companies, partnerships limited by shares, limited partnerships, special limited partnerships or cooperatives organised as public limited companies |
| Share capital requirements for a SICAF | The minimum share capital of a SICAF is EUR 1.25 million and must be raised within 12 months (Part II funds) or 24 months (SIFs and RAIFs). |
| Share capital requirements for a SICAV | The share capital of a SICAV depends on the type of fund and must be the same as the value of the fund's net assets all the time. |
| Registration requirements for SICAFs and SICAVs | Both types of funds must have: – a registered office and central administration in Luxembourg, – a management company or AIFM (in Luxembourg or another EU country) unless self-managed, – a custodian bank based in Luxembourg |
| Authorization requirements for SICAFs and SICAVs | Authorization from the Financial Supervisory Commission in Luxembourg (CSSF) is required for both SICAFs and SICAVs in Luxembourg, except those set up as RAIFs, which are not authorised by the CSSF. |
| Investors addressed by the SICAF/SICAVs | Professional and non-professional investors, depending on the law under which it was registered. |
| Types of assets to invest in | Both types of funds can invest in assets like: – real estate, – securities, – equity, etc. |
| Possibility to operate abroad (YES/NO) | Yes, both types of funds can be operated outside Luxembourg. |
| Taxation of SICAFs/SICAVs in Luxembourg | The SICAF and SICAV are subject to an annual subscription tax. |
| How to choose between a SICAV and SICAF | The SICAV is widely used on the European market, the SICAF resembles investment funds operating in the USA, thus being less employed in Europe. |
| SICAF/SICAV registration support (YES/NO) | Yes, our lawyers in Luxembourg can assist with the registration of both SICAFs and SICAVs. |
| Possibility for SICAFs to trade on the Stock Exchange (YES/NO) | Yes |
Possibility for SICAVs to trade on the Stock Exchange (YES/NO) | Yes, SICAV can also list shares on the Stock Exchange. |
Auditor requirements for SICAVs/SICAFs | Both the SICAV and SICAF in Luxembourg need auditors. |
| Possibility to use SICAV to create umbrella funds (YES/NO) | Yes |
| Possibility to use SICAF to create umbrella funds (YES/NO) | Yes, the SICAF can also be used to set up umbrella funds. |
| Access to the European passport for investment funds | UCITS SICAVs obtain the UCITS passport (a SICAF cannot be a UCITS); SICAVs and SICAFs set up as AIFs can be marketed to professional investors across the EU through their authorised EU AIFM's passport. |
| Access to double tax treaties for the SICAV in Luxembourg | Limited access to double tax treaties is permitted in accordance with Circular L.G.-A No.61. |
| Access to double tax agreements for Luxembourg SICAFs | Circular L.G.-A No. 61 applies to SICAF companies also. |
| Access to the EU Parent- Subsidiary Directive for the SICAV (YES/NO) | No, as the SICAV is exempt from corporate income tax. |
| Access to the EU Parent-Subsidiary Directive for the SICAF (YES/NO) | No, as the SICAF is exempt from corporate income tax. |
| Timeframe to register a SICAV/SICAF company (approx.) | Approx. one month for both types of entities. |
| Share issuance requirements for SICAVs (if any) | SICAVs can issue shares at any time. |
| Share issuance requirements for SICAFs (if any) | SICAFs can issue a fixed number of shares which can be altered by the shareholder after notifying the Trade Register. |
| Share issuance price for SICAVs | The price of shares in a SICAV depends on the net asset value (NAV) of the fund. |
| Share issuance price for SICAFs | There are no restrictions in the price of the shares in a SICAF company. |
Who can establish SICAF/ SICAV companies in Luxembourg?
Both forms can be set up by local and foreign investors equally.
What are the main characteristics of a Luxembourg SICAV?
A SICAV (Société d’Investissement à Capital Variable) is a type of investment fund organized as an investment company that has a variable share capital. The value of its share capital must match at all times the value of its net assets. Increases and decreases of the capital can be made with no mandatory formalities.
What are the features of a SICAF in Luxembourg?
A SICAF (Société d’Investissement à Capital Fixe) is a type of investment fund in Luxembourg that has fixed capital. The share capital of a SICAF can only be increased by the company’s shareholders, and any changes to the capital must be notified and published.
What are the uses of a SICAV/ SICAF company in Luxembourg?
They are both used for setting up investment companies in Luxembourg with the purpose of creating investment funds.
What are the main differences between a SICAV and a SICAF in Luxembourg?
The SICAV has variable capital, while the SICAF has fixed capital.
Other differences include:
- the share issue price, which depends on the net asset value of the fund in the case of the SICAV, and which is not subject to any restrictions in the case of a SICAF;
- the distribution of dividends, which is not subject to restrictions in the case of SICAVs and is limited in accordance with the Company Law in the case of SICAFs;
- the legal entities the SICAF and SICAV can be registered under;
- the types of investment funds they are used for.
What is the minimum capital for a SICAV and SICAF in Luxembourg?
They both require a minimum share capital of EUR 1.25 million. The main condition to respect under each regime is the timeframe to raise this capital, which is:
- 6 months for UCITS (SICAVs only) and 12 months for Part II funds;
- 24 months for SIFs and RAIFs; however, 5% must be paid upon registration.
What are the legal forms a Luxembourg SICAV can take?
The SICAV must be a public limited company if it is a UCITS; SIF, RAIF and Part II SICAVs can also be private limited companies or partnerships (SCA, SCS, SCSp).
What are the legal forms a SICAF can take in Luxembourg?
- private and public limited liability company;
- limited partnership;
- partnership limited by shares.
What are the registration requirements for a SICAV in Luxembourg? How about a SICAF?
Both entities are subject to the same incorporation requirements, meaning:
- having a Luxembourg-registered address;
- appointing a manager (management company or AIFM, in Luxembourg or another EU country), unless self-managed;
- using a local custodian bank.
What is the registration authority for a SICAF/SICAV in Luxembourg?
The Luxembourg Companies Register.
The video below presents the main features of SICAFs and SICAVs in Luxembourg in 2026:
Are there any additional steps to go through after incorporating a SICAV/ SICAF in Luxembourg?
Yes, authorization, which is completed with the Financial Supervisory Commission in Luxembourg (CSSF).
When do I use a SICAV and when do I use a SICAF for establishing an investment fund in Luxembourg?
The SICAV is often used to create open-ended investment funds, such as retail funds. The SICAF is more suited for closed-ended funds, such as private equity and real estate investment funds.
We can also help you with company formation services in Dubai, through our partners from BridgeWest Dubai. The time frame for incorporation in Dubai is 1-3 weeks.
Our local representatives in other countries, such as UAE, China, USA, Bulgaria and Cyprus, can help you with your legal issues.
For more information about investment opportunities in Luxembourg and other details about investment funds, please contact our team or lawyers in Luxembourg. We can provide more information about the investment policy.