The AIFM Law — Law of 12 July 2013 on alternative investment fund managers
The Law of 12 July 2013 is Luxembourg's transposition of the AIFM Directive (2011/61/EU). It regulates the manager — the AIFM — not the fund product it runs. That is why a RAIF or an unregulated AIF, neither of which the CSSF approves at product level, still sits under full AIFMD discipline: the obligations arrive through its authorised AIFM. If you only remember one thing about this law, remember that it attaches to the manager, so "no product regulator" never means "no regulator."
Scope and the core mechanism
The law regulates at the level of the manager. Whoever performs portfolio management or risk management for an alternative investment fund is the AIFM, and it is the AIFM that carries the duties — not the fund vehicle. That single design choice is what lets Luxembourg run lightly-regulated or unregulated product wrappers (the RAIF, the unregulated partnership) while keeping investor protection intact: the discipline is pushed up into the manager.
The law then splits managers in two by size. Below the thresholds you are a registered (sub-threshold) AIFM — a simple registration with the CSSF plus a duty to report your assets under management, and little more. Above them you are a full-scope authorised AIFM, and authorisation pulls in the whole operating apparatus: own-funds requirements, a depositary per fund, independent valuation, Annex IV regulatory reporting, a risk-management function, remuneration rules, and the EU marketing passport. The split sits in Article 3 of the law. Note the trade: the registered regime is lighter, but it carries no passport — and it is closed to RAIFs, which must always appoint a fully authorised AIFM.
Key provisions
| Provision | What it says | The practical point |
|---|---|---|
| Authorisation thresholds (Art. 3) | Registered if AuM ≤ €100m including leverage, or ≤ €500m for unleveraged portfolios with no redemption rights for 5 years after initial investment; above either, full authorisation is required. CSSF AIFMD FAQ (secondary). | The €100m/€500m line decides your entire compliance load. Registered = register and report AuM. Authorised = everything below. |
| Operating conditions (Ch. 3) | Own-funds floor, conduct and conflicts-of-interest rules, and remuneration policy for identified staff. | These are ongoing, not one-off. Substance and governance in Luxembourg — real people, real committees — is what the CSSF checks. |
| Delegation (Art. 18) | Functions may be delegated, but the AIFM cannot delegate so much that it becomes a letterbox entity. | You can outsource portfolio management to a third party; you cannot outsource being the manager. Keep enough function and oversight in-house to remain the AIFM in substance. |
| Depositary (Art. 19) | Each AIF must appoint a single depositary for safekeeping of assets, cash-flow monitoring and oversight. | A hard cost and a hard gate — no depositary, no lawful operation. Budget it from day one. |
| Annex IV reporting | Authorised AIFMs report periodically to the CSSF on the AIFs they manage (exposures, leverage, liquidity, risk). | Data-heavy and recurring. This is where under-resourced managers get caught; scope the reporting build before launch. |
| AIFMD II additions (from 2026) | Harmonised loan-origination rules, a mandatory liquidity-management-tool (LMT) selection for open-ended funds, tighter delegation transparency, and enhanced supervisory reporting. | If you run credit or open-ended strategies, this reshapes your documentation and your reporting — see the amendment history below. |
Amendment history
| Date | Instrument | What changed |
|---|---|---|
| 12 Jul 2013 | Loi du 12 juillet 2013 | Original law — transposed AIFMD (2011/61/EU) into Luxembourg law. |
| 21 Jul 2023 | Loi du 21 juillet 2023 (Mémorial A 442) | Modernisation / "toolbox" law touching several fund statutes, including the AIFM Law. |
| Mar 2026 | AIFMD II transposition law (Mémorial A, published 9 Mar 2026) | Transposed Directive (EU) 2024/927 (AIFMD II): loan-origination framework, LMT selection, delegation transparency, enhanced reporting. Entry into force 16 Apr 2026; enhanced reporting deferred to 16 Apr 2027. Legilux ELI and exact promulgation date — see To verify. |
What it works with
The AIFM Law is the hub the rest of the Luxembourg alternatives stack plugs into. The AIFMD II tracker follows the 2026 changes and their staged dates. The RAIF Law is the clearest illustration of the manager-vs-product design: the RAIF skips CSSF product approval precisely because its authorised AIFM carries the AIFMD duties instead. The AIFMD glossary entry is the EU directive this law transposes. Annex IV guide covers the reporting obligation in the table above. Sub-threshold AIFM compares the registered regime across jurisdictions — useful when deciding whether to stay under the threshold or authorise. And depositary explains the mandatory role every authorised AIFM's funds must appoint.
The gotcha: "no CSSF product approval" (the RAIF selling point) gets misread as "no regulator." It isn't. The AIFM Law's obligations — depositary, valuation, Annex IV reporting, risk management, remuneration — arrive through the manager regardless of how light the product wrapper looks. You skip the product-level file with the CSSF; you do not skip AIFMD.
To verify
- AIFMD II law — exact promulgation date and Legilux ELI — sources cite parliamentary adoption on 12 Feb 2026 and Mémorial A publication on 9 Mar 2026; the RAIF-Law exemplar on this site references "3 March 2026 / Mémorial A 115." Pin the promulgation date and the consolidated ELI directly on legilux.public.lu before citing a single date as fact, and reconcile the two pages.
- 21 July 2023 amendment scope — confirm on Legilux (Mémorial A 442) exactly which AIFM-Law articles that law altered, rather than relying on the "toolbox" summary.
- AIFMD II staged application dates — 16 Apr 2026 entry into force and 16 Apr 2027 for enhanced reporting are drawn from law-firm briefings; confirm against the transposition law's own transitional provisions and the underlying Directive (EU) 2024/927 on EUR-Lex.
- Own-funds figures — the initial-capital and own-funds amounts in Chapter 3 are not quoted here; read them off the consolidated text before stating any number.
Changelog
- 2026-07-07 — page created (regulation-library batch, O1). Built from the Legilux consolidated text and the AIFMD II transposition law published in Mémorial A on 9 March 2026, with figures pinned or flagged To-verify. Thresholds confirmed against the CSSF AIFMD FAQ; the exact promulgation date of the AIFMD II law flagged To-verify (sources vary between the "3 March 2026" figure on the RAIF-Law page and a 9 March 2026 publication date).