Investment funds

Luxembourg has firmly established itself as a leading financial centre for the structuring and management of investment funds, particularly alternative investment funds (AIFs). Its attractive and flexible regulatory framework provides asset managers, institutional investors, and private equity players with unique opportunities. Berna & Associés supports its clients throughout the life of a fund, providing a high level of legal and regulatory expertise.

Fund formation and structuring

We advise our clients on the creation and structuring of both regulated and unregulated investment funds. Our expertise covers alternative funds such as SICARs, SIFs, RAIFs and SCSp, and we take our clients’ economic and strategic objectives into account. We assist with choosing a legal structure, complying with Luxembourg regulations, and drafting constitutive documents.

Regulatory advice

The regulatory framework for investment funds is constantly evolving. We help our clients understand and apply local and European standards, particularly those arising from the Alternative Investment Fund Managers Directive (AIFMD). We support them in complying with regulatory obligations and in their dealings with the supervisory authorities.

Structuring and implementing transactions

We assist our clients in structuring and implementing complex transactions, particularly in the areas of private equity, real estate, and debt funds. Our services cover:

  • Creation of dedicated structures, such as SPVs (special purpose vehicles).
  • Structuring and negotiating the associated financing.
  • Preparing tax analyses to assess the tax implications of proposed transactions.
  • Management of legal, tax and regulatory aspects to ensure compliant and optimal execution.

Distribution and marketing

The distribution of fund units or shares on different markets requires a rigorous approach. We support our clients by:

  • Implementing marketing strategies tailored to target jurisdictions.
  • Managing notification and registration procedures to ensure compliance with local and international regulators.

Fund mergers, demergers and restructurings

Changing markets and investment strategies may necessitate fund restructuring. We manage:

  • Fund mergers and demergers.
  • Structural adjustments to optimise tax and regulatory profitability.
  • Adaptation of funds to changing investor needs and regulatory developments.

Investor relations management

Investor relations are a key element of fund governance. We offer support in:

  • Drafting investor agreements to set out their rights and obligations.
  • Setting up reporting systems tailored to investor requirements.
  • Optimising governance processes to ensure transparency and compliance.

We assist our clients with liquidation procedures, whether voluntary or imposed by economic or regulatory imperatives. Our services include:

  • Managing administrative and legal formalities.
  • Assistance with the tax implications of liquidation.
  • Liaising with regulators and stakeholders to ensure compliant closure.

Management of fund-related disputes

Disputes between managers, investors or partners require expert legal management. We can help with:

  • Resolving disputes out of court or in litigation.
  • Implementing appropriate strategies to defend our clients’ interests.
  • Managing regulatory disputes and relations with supervisory authorities.

Thanks to our in-depth expertise, we can offer bespoke solutions tailored to our clients’ economic, regulatory and strategic requirements.