Luxembourg now has over 2,300 registered RAIFs, more than either SIFs or SICARs [1][6]. The reason is straightforward: a RAIF does not require prior CSSF authorisation, which means you can go from a finalised strategy to a soft close in eight to twelve weeks if your AIFM is already in place [5]. That speed advantage, combined with the AIFMD marketing passport across the EEA, makes the RAIF the default structure for most emerging managers launching in Europe.
I work with managers on RAIF launches from the structuring stage through first close and ongoing administration. This is how the process works, step by step, and what we handle at each stage.
Why RAIF over SIF or SICAR
The decision usually comes down to three things: timeline, cost, and regulatory burden. A SIF requires prior CSSF authorisation, which adds months to the process and imposes direct product-level supervision. A SICAR also requires CSSF authorisation but offers a favourable tax regime for pure risk capital investments — full exemption from corporate income tax on capital gains [7]. The RAIF gets you close to both without the authorisation delay. If your fund invests exclusively in risk capital, you can elect the "risk capital RAIF" tax treatment, which mirrors the SICAR regime without CSSF approval [5].
For a manager raising a first or second fund who wants to be operational within a quarter, the RAIF is almost always the right answer. The only scenario where a SIF or SICAR might be worth the longer timeline is if an anchor LP specifically requires direct CSSF oversight as a condition of their commitment.
Appointing an AIFM
Every RAIF must have an external AIFM authorised in the EEA. Internal management is not permitted [17]. The AIFM is the regulatory anchor — it handles portfolio management oversight, risk management, compliance, conflict-of-interest policies, and CSSF reporting [31]. This is the single most important appointment in the process.
Emerging managers have two routes. You can establish your own AIFM, which requires CSSF authorisation — four to six months, substantial capital, and a full compliance infrastructure [3]. Or you can use a third-party AIFM, which eliminates the authorisation timeline entirely and lets you launch on the accelerated schedule [5][12].
Most managers we work with go the third-party route, especially for a first fund. Under the delegation model, the AIFM appoints the fund's governing body and then delegates portfolio management back to the manager's investment team via an investment management agreement [31]. The manager retains day-to-day control over investment decisions. The AIFM retains regulatory responsibility. This is the standard arrangement for emerging managers across Europe.
Choosing the legal form
Luxembourg offers several legal forms for a RAIF: SCSp, SCS, SA, SARL, SCA, FCP, and SICAV. For private equity and venture capital, the SCSp (special limited partnership) is the default choice. It has no legal personality, operates on a purely contractual basis, and gives you maximum flexibility over partnership terms, profit distributions, and governance [6][7]. The structure is familiar to institutional investors who have seen Delaware or Cayman LPs.
An SCSp-form RAIF is managed by a general partner, which is typically structured as a separate SARL to limit liability. You can also set up a multi-compartment RAIF with separate sub-funds under one umbrella, each with its own investment policy and closing schedule [1][5]. We advise on legal form selection based on your strategy, investor base, and whether you plan to run parallel or feeder structures.
The eight-to-twelve-week timeline
With a third-party AIFM in place and the strategy finalised, the launch follows a defined sequence [5]:
- Weeks 1-3: Finalise the legal form (typically SCSp), incorporate the fund entity, begin drafting the LPA, offering memorandum, and service provider agreements. Negotiate fee arrangements with the AIFM, administrator, depositary, and auditor.
- Weeks 2-4: Open fund bank accounts and custody accounts with the depositary. Configure transfer facilities for capital contributions and distributions.
- Weeks 3-5: Complete all documentation. Obtain signed execution of the management agreement, administration agreement, and depositary agreement.
- Weeks 5-8: Circulate the offering memorandum to prospective investors. Conduct investor road shows and due diligence sessions. Set up the digital subscription platform and investor portal.
- Weeks 9-12: Process investor subscriptions and KYC/AML documentation. Register the fund entity in the Luxembourg Trade and Companies Register. The AIFM notifies the CSSF and, if marketing cross-border, submits passport notifications to host country regulators [4][29]. Soft close.
We manage this timeline as a coordinated project. The manager's focus during these weeks should be on investor conversations and finalising commitment levels. We handle the operational and administrative workstreams in parallel.
What it costs
One-time establishment costs for a RAIF with a third-party AIFM typically run EUR 150,000 to EUR 400,000, depending on complexity [5]. The main components:
- Legal and structuring: EUR 40,000 to EUR 100,000 for counsel fees covering fund structuring, documentation drafting, and entity formation.
- AIFM setup and first-year fees: EUR 50,000 to EUR 120,000, including a flat setup fee (EUR 20,000-50,000) plus ongoing management fees of 0.25%-0.75% of AUM.
- Depositary setup: EUR 20,000 to EUR 50,000 for account opening and first-year depositary fees.
- Fund administration setup: EUR 40,000 to EUR 80,000 for system configuration, accounting infrastructure, and first-year administration.
- Auditor: EUR 5,000 to EUR 15,000 for the initial audit.
- Registration and corporate services: EUR 5,000 to EUR 15,000 for entity registration, registered office, and director appointments.
Ongoing annual costs run EUR 150,000 to EUR 300,000 for an emerging fund, scaling with AUM [5][12]. Most fund formation specialists recommend a minimum first close of EUR 30 million to EUR 50 million for the economics to work [5]. Bundled service providers offering integrated AIFM, administration, and depositary services typically offer 10-20% savings compared to engaging each separately [12].
Investor onboarding and KYC/AML
RAIFs are restricted to well-informed investors: institutional and professional investors, or others who invest at least EUR 100,000 and confirm in writing that they understand the risks [17][30]. We verify eligibility and manage the full KYC/AML process.
Luxembourg's AML framework follows the EU's 6th Anti-Money Laundering Directive. Every investor is screened against OFAC, EU, and UN sanctions lists, checked for PEP status, and subject to identity verification and source-of-funds confirmation [11][27]. Corporate investors must provide incorporation documents, director and shareholder lists, UBO declarations, and audited financials. Enhanced due diligence applies to high-risk investors, including PEPs and investors from higher-risk jurisdictions [11].
We run this through a digital onboarding platform. Investors upload documents, receive real-time feedback on what is missing, and track their own progress. Automated sanctions screening and identity verification eliminate most manual review. For a straightforward institutional LP, onboarding takes days. For complex multi-layered structures, it takes two to three weeks [11][20].
First close and capital requirements
RAIF law requires the fund to reach EUR 1,250,000 in net assets within 24 months of incorporation, but only 5% of capital must be paid up on initial subscription [17][5]. This gives you runway to build the investor base after launch.
First close typically happens two to four weeks after soft close, once enough commitments are in to establish momentum. We process subscription agreements, verify capital contributions, and issue the initial capital call. Subsequent closes can continue for months as more LPs come in — we handle the equalisation calculations so that later investors compensate first-close LPs for the time-value difference.
For cross-border distribution, the AIFM activates the AIFMD marketing passport by notifying competent authorities in each target country through the CSSF's eDesk portal [4][29]. This lets you market to professional investors across the EEA without separate authorisations in each jurisdiction.
Ongoing compliance after launch
Post-launch, the reporting obligations are steady and predictable. The AIFM files Annex IV transparency reports to the CSSF — quarterly, semi-annually, or annually depending on fund size [13]. There is also a quarterly CSSF financial report (G2.1), an annual self-assessment questionnaire due within four months of year-end, an AML summary report (SRRC) due within five months of year-end, and audited annual financial statements due within six months [13][24].
If the fund is classified under SFDR as promoting environmental or social characteristics, periodic sustainability reporting is also required [13]. And with AIFMD II now in effect, there are expanded requirements around delegation oversight, loan origination classification, and liquidity management tools for open-ended funds [8].
We prepare and file all of these. The manager does not need to staff a compliance function or a fund accounting team. That is the point of working with an integrated service provider.
What we handle at Infra One
Here is the full scope of what our team manages on a Luxembourg RAIF launch. We coordinate the AIFM appointment and delegation setup. We handle entity formation, registration in the Trade and Companies Register, and registered office provision. We draft and negotiate the administration agreement and coordinate with counsel on the LPA and offering memorandum. We set up the fund accounting system, NAV calculation procedures, and capital call workflows. We run investor onboarding end to end — KYC/AML screening, subscription processing, digital portal access. We open and manage fund bank accounts and depositary relationships. We file all CSSF regulatory reports, coordinate annual audits, and prepare investor reporting packages. We monitor AIFMD compliance, track regulatory changes, and manage cross-border passport notifications.
The manager's job is to define the strategy, raise the capital, and manage the portfolio. Our fund platform handles the rest — from formation through the fund's full lifecycle.
If you are considering a Luxembourg RAIF and want to understand the timeline and costs for your specific situation, reach out to the team.
DISCLOSURE: This communication is on behalf of Infra One GmbH ("Infra One"). This communication is for informational purposes only, and contains general information only. Infra One is not, by means of this communication, rendering accounting, business, financial, investment, legal, tax, or other professional advice or services. This publication is not a substitute for such professional advice or services nor should it be used as a basis for any decision or action that may affect your business or interests. Before making any decision or taking any action that may affect your business or interests, you should consult a qualified professional advisor. This communication is not intended as a recommendation, offer or solicitation for the purchase or sale of any security. Infra One does not assume any liability for reliance on the information provided herein. © 2026 Infra One GmbH All rights reserved. Reproduction prohibited.