Regulatory law

The Luxembourg regulatory framework is rigorous and constantly evolving. It imposes strict licensing, compliance and governance requirements on those operating in the financial sector. In the face of these challenges, a thorough understanding of legal obligations is essential for securing and sustaining any regulated activity.

Berna & Associés supports its clients throughout the compliance process, helping them to obtain authorisations, manage relations with the CSSF, and adapt to new national and European requirements. This guarantees the security and sustainability of their regulated activities.

Obtaining CSSF authorisations and licences

We offer comprehensive assistance in obtaining the necessary authorisations for regulated activities, covering a wide range of sectors:

  • Setting up regulated entities, such as UCI administrators, payment institutions, investment firms, specialised PFS, support PFS or alternative fund management companies (AIFMs).
  • Drafting and filing applications, including the necessary legal documentation.
  • Coordination with the CSSF to answer any questions or additional requests during the authorisation process.

We provide strategic advice on the legal and organisational structures that best suit the specific regulatory requirements and operational objectives of our clients.

Regulated funds

Managing regulated funds requires a thorough understanding of the Luxembourg legal framework. We assist our clients with:

  • Creating and structuring funds that comply with CSSF requirements.
  • Setting up robust regulatory governance.
  • Proactively monitoring legislative and regulatory developments affecting regulated investment funds.

Registration of sub-threshold AIFMs

Alternative Investment Fund Managers (AIFMs) that are below the threshold benefit from a lighter regulatory regime, but they must still comply with certain requirements. We provide:

  • Preparing and submitting the registration file to the CSSF.
  • Advice on post-registration obligations, such as periodic reporting.
  • Ongoing monitoring to ensure compliance with regulatory thresholds and anticipate future developments.

Compliance advice

Regulatory compliance is key to avoiding any risk of sanctions or reputational damage. We assist our clients in setting up internal control systems to ensure compliance with legal and regulatory requirements, particularly in the following areas:

  • Fight against money laundering (AML) and the financing of terrorism (CFT) by applying appropriate procedures and controls.
  • Risk management and compliance with internal governance requirements by ensuring appropriate policies are in place.
  • Monitoring and anticipating regulatory developments in order to align internal processes with new legal and prudential obligations.

Relations with supervisory authorities

Regulated players must interact regularly with supervisory authorities, particularly the CSSF. We support our clients in:

  • Preparing for regulatory inspections and audits.
  • Responding to requests for information and enquiries from the regulator.
  • Managing litigation and administrative procedures in the event of regulatory disputes.

Restructuring or change of control

Mergers, acquisitions and restructurings entail specific regulatory requirements, particularly when they involve qualifying shareholdings. We assist our clients with:

  • Analysing the regulatory implications of proposed transactions, including approval and notification requirements.
  • Obtaining the necessary approvals from the regulator.
  • Post-transaction compliance to avoid any legal risk.

Compliance with European regulations

Companies must adapt to the requirements of European directives and regulations, particularly:

  • AIFMD (Alternative Investment Fund Managers Directive) for managing alternative funds.
  • MiFID II (Markets in Financial Instruments Directive) for investment firms and financial services providers.
  • MiCA (Markets in Crypto-Assets) for activities related to crypto-assets.

Thanks to our in-depth expertise in regulatory law, we provide strategic and operational support to companies facing compliance challenges. Our bespoke solutions ensure our clients’ businesses are secure and compliant with the strictest regulatory requirements.