Luxembourg: Corporate/Commercial Law

CMS Luxembourg's M&A experts analyze the Grand Duchy's evolving dealmaking landscape, examining how regulatory complexity and fund services consolidation are reshaping Luxembourg's dual role as both a domestic market and Europe's premier cross-border structuring hub. The discussion reveals why private equity houses are driving unprecedented consolidation among fund service providers in the world's second-largest investment fund center.

Luxembourg is poised to expand its fund structuring capabilities by allowing common and special limited partnerships (SCS and SCSp) that operate as alternative investment funds to establish ring-fenced compartments...

The Omnibus Directive introduces comprehensive amendments to six fundamental EU tax directives, reshaping cross-border taxation frameworks across the European Union.

The European Patent Office's Enlarged Board of Appeal has issued a landmark decision in G 1/25 "Hydroponics," addressing a fundamental question that has divided practitioners for years: when patent claims are amended during examination, must the description be adapted to match? The ruling establishes that inconsistencies between claims and descriptions only require correction when they result in non-compliance with the European Patent Convention, not merely for achieving formal consistency.

Luxembourg's Business Registers will begin enforcing compliance sanctions from September 2026, introducing a graduated penalty system for entities with incomplete or inaccurate RCS and RBE filings. The framework progresses from public warnings to daily fines of EUR 40 and potential deletion from the registers, with entities able to regularise their position at any stage to avoid escalating consequences.

Semi-liquid alternative investment funds face inherent tensions between illiquid assets and investor liquidity demands, requiring sophisticated redemption management tools. Under AIFMD II, EU-authorized private fund managers must implement pre-determined liquidity management tools, but not all redemption restrictions qualify equally.

On 17 April 2013, the EU published Regulation (EU) No 345/2013 on European venture capital funds to facilitate the financing and marketing of VC funds within the EU, aiming to streamline the financing of the internal market.

Luxembourg has enhanced its existing limited partnership regime, adding the special limited partnership to its range of investment vehicles designed for the alternative investment industry...

On 19 December 2025, the CSSF published the Circular CSSF 25/901 (the "Circular"), which relates to the assets, investment limits, risk capital, techniques, borrowing, and transparency requirements in relation to SIFs, SICARs and Part II UCIs.

Luxembourg's Business Registers will begin enforcing compliance sanctions from September 2026, introducing a graduated penalty system for entities with incomplete or inaccurate RCS and RBE filings. The framework progresses from public warnings to daily fines of EUR 40 and potential deletion from the registers, with entities able to regularise their position at any stage to avoid escalating consequences.

Luxembourg has strengthened its enforcement framework for the Register of Beneficial Owners and Trade and Companies Register, granting the Luxembourg Business Registers new administrative powers to monitor compliance and impose sanctions. Starting September 2026, entities with incomplete or inaccurate filings may face progressive penalties including daily fines, administrative deregistration, and potential dissolution.

The Luxembourg Business Register has launched an enforcement phase to monitor compliance with registration requirements, introducing a graduated system of penalties for entities with non-compliant records.