Fund Redomiciliation

Incorporation of a foreign fund established abroad

 

To become an entity duly incorporated under Luxembourg law, a fund established abroad may elect to transfer its registered office and redomicile to Luxembourg.

 

There are two main ways of fund redomiciliation:

  • "Hard" re-domiciliation: transfer of the registered office of an offshore fund to Luxembourg in keeping its legal personality.

  • "Soft" re-domiciliation:

    • contributions in kind of the assets of a foreign fund are transfered to a new luxembourg fund. The foreign investment vehicle becomes an investor of the luxembourg fund. Subsequently, the foreign fund will be liquidated and will distribute to its own investors the liquidation shares and /or units of the luxembourg fund. The investors of the foreign fund will then become investors of the luxembourg fund.

    • contribution in kind by the investors of the foreign fund in a newly created luxembourg fund. Investors receive in exchange shares/units of the luxembourg fund. Thereafter, the foreign fund is liquidated and the luxembourg fund become the holder of the assets formerly held by the foreign fund.


Impact and Fiscal Law

The new luxembourg fund will be considered as tax resident, at the usual tax rate, unless its shareholders choose a vehicle allowing specific tax exemption, like Special Investment Fund ("SIF"), Venture Capital Fund ("SICAR") or Investment Fund ("SICAV").

 

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