Private Equity and Venture Capital in Luxembourg: Structuring a Platform in 2026
Why Structure a Private Equity or Venture Capital Platform in Luxembourg?
Luxembourg is one of Europe’s most attractive financial centres for structuring private equity and venture capital platforms. Its legal and regulatory ecosystem, flexibility on corporate forms and access to the European market make it a preferred destination for sponsors, emerging funds and institutional investors.
Whether launching a first venture capital fund or structuring a mature private equity platform, Luxembourg offers vehicles tailored to each strategy: SICAV-SIF, RAIF, SOPARFI, or bespoke combinations.
Vehicles Suited to Private Equity and Venture Capital
1. RAIF for Alternative Funds
The RAIF (Reserved Alternative Investment Fund) is particularly suited to private equity and venture capital funds targeting professional investors. It benefits from delegation to an authorised AIFM, accelerating setup while retaining the ability to market the fund across the European Union.
2. SICAV-SIF for Well-Informed Investors
The SICAV-SIF suits funds for well-informed investors, with broad flexibility on underlying assets. It can be used to structure diversified investment funds holding equities, bonds, private equity stakes or debt instruments.
3. SOPARFI for Holding Participations
A SOPARFI is often placed downstream of the fund to hold active participations and benefit from the participation-exemption regime. It is a key building block of many Luxembourg private equity structures.
Structuring Steps for a PE/VC Platform
- Define the strategy: venture capital, growth equity, buy-out, private debt, sector-focused or generalist.
- Select the legal vehicle according to investor profile and regulatory constraints.
- Appoint service providers: administrator, depositary, auditor, legal counsel, AIFM.
- Draft fund documentation: LPA, PPM, subscription agreement, placement rules.
- Hold the first closing and ensure ongoing fund compliance.
Regulatory Issues for PE/VC Funds
Private equity and venture capital platforms must master:
- the AIFMD directive and reporting obligations,
- AML/CFT rules and investor due diligence,
- tax transparency (CRS, FATCA),
- increasing ESG and non-financial reporting requirements.
Advising Emerging Funds and Established Sponsors
Lerusse Merckx & Partners advises private equity sponsors, venture capital funds, family offices and institutional investors on the structuring, launch and operation of their platforms in Luxembourg.
To discuss your PE/VC project, contact us.
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