Structured for how the vehicle will be run, not only for how it reads at closing.
The 2004 Law says very little about substance, governance or what happens when a compartment goes wrong; tax law, CSSF practice and the market's own conventions say a great deal. We design vehicles, compartments, fiduciary estates and fund structures with those three sources read together — and we can review a structure someone else built, independently.
Who it is for
- Originators and arrangers setting up a securitisation undertaking or a new compartment for receivables, loans or fixed-income repackaging.
- Fiduciaries and corporate service providers taking on a fiduciary estate under the 2003 Law, or asked to explain what one actually ring-fences.
- Issuers heading for a Euro MTF listing and the perimeter question that decides whether the vehicle is supervised.
- Sub-threshold managers weighing a RAIF, a EuVECA or a partnership structure.
- Boards and investors who want an independent review of an existing compartment — see independent reviews.
What you receive
- Structuring memorandum — form, compartment architecture, limited-recourse and non-petition mechanics, perimeter analysis (continuous issuance to the public), tax and substance positioning, stated as law, regulator practice and market practice.
- Operating model — board, service providers, books and records, decision-making in Luxembourg, documented against what the transaction documents claim.
- Issuance and listing route note — prospectus-or-exemption analysis, Euro MTF versus regulated market, disclosure architecture (see Prospectus Regulation and Euro MTF listings).
- Register and transfer mechanics where the instruments are held on a DLT register — see tokenisation.
How it runs
Indicatively six to ten weeks to a signed structure.
- Scoping call. Assets, investors, distribution, exit.
- Engagement letter. Structure paper and operating model as deliverables; counsel and administrator named.
- Delivery. Structure paper → term sheet review → operating model → closing checklist.
- Review session with the board and service providers before first issuance.
Representative matter
Independent review of a securitisation compartment's loan portfolio (ISRS 4400) — A Luxembourg securitisation vehicle needed an independent, factual review of one of its compartments. The compartment finances receivables portfolios, which it holds through secured loans to specialised buyer-servicers. VieKey carried out agreed-upon procedures covering title to the underlying assets, the security and servicing agreements, cash collected against the manager's projections, and the reported economic value of the portfolios. The client received a report of factual findings with procedure-by-procedure evidence mapping. See independent reviews.
Where the text and practice diverge
- The 2004 Law requires CSSF authorisation only for issuance to the public on a continuous basis. Since the 2022 amendment "continuous" is defined in the Law itself (more than three issues to the public per year); "public" is not — the CSSF's criteria (denomination, professional investors, private placement) sit in its FAQ. The analysis belongs in the closing file, not reconstructed later.
- Compartment ring-fencing is statutory; it holds only if the accounts and contracts keep the allocation clean. Most disputes are operational, not drafting.
- Substance: the 2004 Law is silent; the 2022 amendments widened what a vehicle may do, but treaty access, anti-abuse rules and counterparties' diligence test where decisions are actually taken. A board that functions in Luxembourg is buildable; a mailbox is not defensible.
Frequently asked questions
Does a Luxembourg securitisation vehicle need CSSF authorisation?
Generally no. Authorisation is required only where the vehicle issues financial instruments to the public on a continuous basis — "continuous" is now defined in the Law (more than three issues to the public per year), "public" by CSSF practice (denomination, professional investors, private placement). Most private and institutional programmes are structured to remain outside supervision; the analysis should be documented at inception, not reconstructed later.
What do compartments actually ring-fence?
Assets and liabilities allocated to a compartment are, by statute, available only to the investors and creditors of that compartment. The ring-fence holds if the allocation is kept clean in the accounts and contracts — which is an operational discipline, not a drafting feature.
Can the vehicle actively manage the securitised assets?
Passive management is the safe harbour. The 2022 amendments widened what is possible — including for debt portfolios — but active, entrepreneurial management of risk remains the boundary of the regime. Where the strategy is genuinely active, an investment-fund analysis is usually the honest answer.
Why does substance matter for an SPV that has no staff?
Because tax treaties, the anti-abuse rules, and counterparties' diligence all test where decisions are actually taken. An SPV does not need employees; it needs a board that functions in Luxembourg, books kept there, and service arrangements consistent with what the documents claim. That is buildable — and it is what we build.