Investment funds
Investment fund lawyer in Luxembourg
The firm supports the legal structuring of Luxembourg investment funds (RAIF, SIF, SICAR, SCSp and structures subject to the AIFM regime), drafting of the documentation (articles, agreements, prospectus, PPM) and organisation of governance, in coordination with the authorised AIFM and the fund service providers.
Legal content reviewed by Maître Cora Maglo, Avocate à la Cour, Liste I du Barreau de Luxembourg depuis 2009.
Luxembourg is Europe’s leading investment fund hub: the success of a fund project rests less on the choice of a vehicle than on the overall consistency between the legal form, the documentation, the governance and the chain of regulated service providers. A clear structure from the outset avoids friction at the first closing and costly corrections later on.
Cerno Law Firm acts as legal counsel to the fund initiator: the firm structures the vehicle, drafts the documentation and organises governance, in coordination with the authorised AIFM, the depositary, the central administration and the auditor. The firm does not hold itself out as a fund manager or an AIFM and provides no CSSF-regulated management service.
The need
As an initiator, manager, family office or investor, you are launching or restructuring an investment fund in Luxembourg and must choose the appropriate vehicle and then secure its legal documentation.
Between RAIF, SIF, SICAR, SCSp and funds subject to the AIFM regime, a poorly calibrated choice or inconsistent documentation weakens the fundraising and exposes you to heavy reworks at subsequent closings.
The risk
A vehicle unsuited to the strategy, deficient subscription documentation, governance poorly articulated with the AIFM and the depositary, inconsistent management and distribution clauses, regulatory compliance poorly anticipated.
A poorly documented fund delays closings, complicates the entry of investors and exposes both the initiator and the service providers to disputes over the terms of the investment.
How the firm helps
Advice on the choice of vehicle (RAIF, SIF, SICAR, SCSp), legal structuring, drafting of the articles, the prospectus or PPM and the agreements, organisation of governance and coordination with the authorised AIFM, the depositary, the central administration and the auditor through to the first closing.
Cerno is a law firm admitted to the Luxembourg Bar: the digital tools serve only to simplify the collection of information, the qualification of the matter and the tracking of steps; they never replace the lawyer’s advice, who drafts each clause. The regulated management of the fund is the responsibility of an authorised AIFM, with whom the firm works in coordination.
Practice areas
When to call on the firm
- Choose the fund vehicle suited to a private equity, real estate or debt strategy.
- Structure a fund and draft its complete legal documentation.
- Organise governance between the initiator, the AIFM, the depositary and the central administration.
- Restructure an existing fund or open a new sub-fund.
Method
Our engagement process
- 1
Information intake
You describe your need via a structured form or an initial call. Our digital tools serve only to organise this information and save time.
- 2
Lawyer qualification
Maître Maglo reviews your situation, identifies the legal issues and confirms the feasibility and exact scope of the engagement.
- 3
Transparent quote
You receive a clear fee proposal, a fixed fee or a range, before any engagement. Nothing is billed without your approval.
- 4
Legal work
The firm drafts, negotiates or litigates as required. Every deliverable is designed and approved by a lawyer admitted to the Luxembourg Bar.
- 5
Tracking and delivery
You follow your matter transparently and receive your finalised documents with the explanations you need.
Documents required
- • Investment strategy and profile of the targeted investors
- • Envisaged vehicle and holding structure
- • Identity of the AIFM, the depositary and the intended service providers
- • Fundraising, governance and distribution objectives
Deliverables
- • Advice on the choice of vehicle and documented structuring
- • Drafted legal documentation of the fund (articles, prospectus or PPM, agreements)
- • Organisation of governance and coordination of service providers through to closing
Indicative timing
Advice on the vehicle and the first documentation are delivered within a few business days; finalisation and the first closing are scheduled according to the fundraising timeline and coordination with the AIFM and the depositary.
Stated fees
Consultation from 175 € excl. VAT; fund structuring and documentation on a tailored quote, from 1 500 € depending on the vehicle and complexity. Everything is quoted before any engagement.
FAQ
Frequently asked questions
Which fund vehicle should I choose in Luxembourg?
It depends on your strategy and your investors. The RAIF offers a fast time to market without product approval, the SIF is aimed at well-informed investors under CSSF supervision, the SICAR targets risk capital and the SCSp serves as a flexible structure. The firm guides you towards the appropriate vehicle.
Does the firm manage the fund or the assets?
No. Cerno is a law firm: it supports the legal structuring and documentation of the fund. Regulated management is the responsibility of an AIFM authorised by the CSSF, with whom the firm works in coordination.
Must a Luxembourg fund have an AIFM?
Most alternative funds (RAIF, SIF, SICAR under the AIFM regime) require an authorised AIFM. The firm articulates the fund’s documentation and governance with that AIFM, the depositary and the central administration.
Is Cerno a fund or a piece of software?
No. Cerno is a law firm admitted to the Luxembourg Bar. The firm provides legal support for the creation of funds and coordinates the regulated service providers; it does not manage funds and does not provide any CSSF management service.
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Free guide · PDF
The practical guide to secure your next step
Checklists, key steps and points to watch, prepared by the firm. Get it instantly, no strings attached.
- The key steps, explained simply
- The documents to prepare
- The common mistakes to avoid
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Choosing Cerno means choosing over 17 years of experience
- 2013
- independent firm
- 2009
- at the Bar since 2009
- 7
- working languages
- 100+
- companies & SOPARFI structured
- 200+
- visas & residence permits obtained
- 170
- client nationalities served
- 300+
- due diligence reviews conducted
Around twenty M&A transactions supported · one of the best visa approval rates in Luxembourg.
Since 2009, we devote our expertise to your satisfaction: more than 85% of our clients renew their trust in us.
Our work
Representative matters, anonymised
Typical examples of engagements handled by the firm, presented in an anonymised and illustrative manner. Each matter is handled and validated by a lawyer registered with the Luxembourg Bar.
A holding company and a residence permit, in a single process
Incorporation of a SOPARFI for a non-resident investor, combined with obtaining their residence permit. A single point of contact across both fronts.
Permit obtained in 6 weeksA similar matter? Companies & governanceFounders protected before the funding round
Structuring a shareholders’ agreement and governance for a young company with several founders, ahead of a funding round.
Shareholders’ agreement signed before the roundA similar matter? Debt recoveryA debt recovered across borders
Cross-border recovery of unpaid debts for an SME, through an order for payment and coordination with a foreign colleague.
Receivable recovered in full (100%)A similar matter? Employment lawAn executive defended before the Labour Tribunal
Supporting an executive in a contested dismissal, from strategy to representation at the hearing.
Case argued at the hearingA similar matter? ContractsA secured international distribution
Negotiating and securing an international framework distribution agreement, from liabilities through to the competent jurisdiction.
Competent jurisdiction securedA similar matter?Typical, anonymised examples, for illustration only. They do not prejudge the outcome of a matter, which depends on each situation.
Entrust my matter to the firmExpertise & authority
Ongoing review and analysis of Luxembourg and European case law
Avocate à la Cour, List I of the Luxembourg Bar since 2009
Trained at the London School of Economics, formerly at Clifford Chance and Bonn Steichen & Partners
Member of international networks: EILN, AEA, Cross Border Advisory Solutions
Every matter handled and approved by a lawyer admitted to the Bar
Support in 7 languages, clients of 170 nationalities
Testimonials
What our clients say
Had a consultation with Me Cora Maglo about my Luxembourg Blue Card application. She explained everything clearly: the process, timeline and documents I need, and helped me with my wife’s family reunification too. Honest and practical advice. I felt confident after talking to her.Farshid Pourlatifi
J’ai beaucoup apprécié le service de Maître Maglo : son sérieux, sa sympathie, son professionnalisme et sa disponibilité. Toujours répondu rapidement et clairement, avec des conseils pragmatiques, sans pousser à des procédures longues et coûteuses lorsqu’elles ne sont pas justifiées.Nathan Wirtzfeld
Super assistance and great support! Highly recommend. All my questions were answered, Cora and her team kept me updated all the time. I will definitely reach out to them next time for my residency.Tatiana
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Let’s talk about your matter
Describe your situation: you receive an initial analysis and a transparent quote, with no obligation. One dedicated lawyer, from start to finish.