Circular CSSF 25/894 on information to be submitted to the CSSF in relation to investment funds non-authorised by the CSSF and updated FAQ

On the 3rd October 2025, the CSSF updated its FAQ on the Circular CSSF 25/894 (the “Circular”), which relates to the information to be submitted about investment funds non-authorised by the CSSF. The Circular repeals the previous CSSF Circular 15/612 on the following similar topic: information to be submitted in relation to unregulated alternative investment funds (“AIFs”) and/or regulated AIFs established in a third country.
The Circular has already entered into force and applies to the following Luxembourg investment fund managers:

management company subject to Chapter 15 of the Law of 17 December 2010 relating to undertakings for collective investment (“ManCo 15”);
alternative investment fund manager registered under Article 3 of the Law of 12 July 2013 on alternative investment fund managers (“Registered AIFM”);
alternative investment fund manager authorised under Article 5 of the Law of 12 July 2013 on alternative investment fund managers (“Authorised AIFM”); (altogether the “IFMs”).

It covers the transmission of information to the CSSF by any IFM that starts managing an investment fund non-authorised by the CSSF. The two main new information requirements are that ManCo 15 must notify, in the case of management, the UCITS established in another Member State, and Authorised AIFMs and Registered AIFMs (“AIFMs”) must also notify the AIFs established in another Member State that they manage as AIFMs (portfolio and risk management subject to delegations and sub-delegations, if any). The FAQ has been updated in relation to the retroactive application of the Circular and the submission deadlines.

I) Purpose of the Circular and information notification

The purpose of this Circular is to enable the CSSF, as competent authority for the supervision of IFMs, to know all the funds they manage in a comprehensive manner and at all times. IFMs must complete the dedicated forms for every investment fund non-authorised by the CSSF that they undertake to manage, whether such investment funds are Luxembourg funds, EU, or non-EU funds. The basis is the responsibility of the IFMs for ensuring that the organisation of funds non-authorised by the CSSF as well as the related delegation structure and, where applicable, the sub-delegation structure of these funds, comply with the regulations applicable to such IFMs and to funds non-authorised by the CSSF.

There are several forms for notification on E-Desk, depending on:

whether the investment fund non-authorised by the CSSF is a standalone fund or an umbrella one;
whether the investment fund non-authorised by the CSSF is an AIF or a UCITS (except Luxembourg UCITS); and
whether it relates to an initial declaration or an amendment, a cease of management or a registration application of an applicant Registered AIFM.

Each form must be submitted alongside the related additional documentation required, depending on the type of investment funds non-authorised by the CSSF, for instance, when applicable: UCI administration agreement, fund documentation, annual report, depositary agreement, AIFM agreement, liquidation/merger deed, semi-annual report, and other reports.

When there is a substantial change to information or to the documents transmitted, the CSSF must be informed thereof without delay via the relevant E-Desk procedure. As soon as an investment fund non-authorised by the CSSF and managed by the IFM has an additional compartment, or is subject to either a merger or a cease of management, the IFM must also inform the CSSF via E-Desk using the relevant form and procedure.

II) Transmission deadline:

The CSSF must be notified at the latest 10 working days after the IFM has started managing an additional European UCITS (EU UCITS except Luxembourg ones) and/or AIF.

The Circular provides that an IFM takes on the role of manager at the latest:

at the date of the signature, or at the effective date of the management agreement appointing the IFM as the manager of the investment fund concerned, even if such fund has not yet been launched;
at the date of establishment or incorporation of the investment fund, where the IFM also acts as managing general partner/shareholder or manager of the fund or where the fund initiator is the same or belongs to the same group as the initiator of the IFM; or
at any other date on which it is effectively demonstrated, from a legal and factual point of view, that the general responsibility for management (portfolio management and risk management, subject to delegation and sub-delegation) has been conferred on the AIFM.

Where a non-authorised AIF established in Luxembourg, in the EEA, or in a third country comprises several compartments, the obligations in respect of information are applicable at the level of each new compartment of the AIF.

III) The updated FAQ about the Circular

Since 3 October 2025, the FAQ now clarifies that where a fund has not yet been established when the IFM begins to manage the fund, “the information must be submitted to the CSSF no later than 10 working days after the fund in question is established”. It also now provides that where the IFM ceases the management, the submission of the information must be made at the time of cessation of management or at the latest 10 working days after this event. The Circular does not apply retroactively for AIFs in scope and already notified, but it applies to such funds in the event of any changes to the information previously shared with the CSSF. The FAQ now also clarifies that the Circular applies retroactively for foreign UCITS that were already managed by the IFM before the Circular entered into force.

According to the FAQ, in the event of a change in the AIFM or its regulatory status, a notification must be made. A non-authorised AIF established in Luxembourg but authorised as an ELTIF for at least one of its compartments must also be notified under the Circular, and the information must be kept updated.

In case of liquidation of an AIF, the AIFM must notify the CSSF within 10 working days of the liquidation, but no further information notification must be made by such AIFM for such a fund after the liquidation event.

Also, if all the fund’s service providers have not been definitively appointed at the time of the fund launch, the potential service providers are to be indicated in the form, with updates to be made within 10 working days following the signature of the agreement with the service providers.

IV) Entry into force

The Circular and the FAQ are directly applicable, and include in particular the new obligation of information notification relating to AIF and UCITS in other Member States. As the CSSF and the FAQ are directly applicable and have entered into force, staying updated about the provisions of the Circular and the FAQ is crucial to ensure proper management and regulatory compliance by the IFMs.

For further information or pieces of advice on how to notify and submit information in relation to such investment funds non-authorised by the CSSF, please contact our investment management regulatory team.

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