A draft bill of law (the "Bill") introducing the AIFM Directive (AIFMD) into the Luxembourg legal framework has been submitted to the Luxembourg Parliament on 24 August 2012. By aiming at having the Bill adopted before the end of 2012, Luxembourg wants to position itself as amongst the first jurisdictions to implement this EU directive and hence, give its fund industry a head start to prepare before its transposition deadline of 22 July 2013.
The Bill provides for a new dedicated law that will regulate all managers of alternative investment funds (AIFMs). The alternative investment funds (AIFs, all investment funds except UCITS), currently regulated under Part II of the 2010 Law, the SIF Law and the Sicar Law, will continue to be governed by such laws. These will, however, also see some changes triggered by AIFMD.
Generally speaking, the Bill intends to increase the efficiency of the Luxembourg legal, tax and regulatory framework applicable to AIFs and AIFMs f.i., by introducing a favourable tax regime applicable to carried interests.
In this context, the Bill also amends the banking law of 5 April 1993 through the creation of a new category of professionals of the financial sector: the professional depositary of assets other than financial instruments. This will allow professionals without a full banking licence in Luxembourg to act as depositary to certain Luxembourg AIFs.
Furthermore, the Bill introduces a new legal form of AIF: the special limited partnership (société en commandite spéciale). This will permit Luxembourg to offer an alternative to the ever-popular Anglo-Saxon limited partnership.
However, in the absence of the so-called Level II measures to be issued with respect to AIFMD by the EU Commission (over 100 such measures are expected to be published before the year end), the Bill is missing important (and long anticipated) details and clarifications on AIFMD.