AIFMD II Implementation in Luxembourg

Bill of Law n°8628 (the Law) was adopted by the Luxembourg Parliament and published in the Official Journal of the Grand Duchy on 9 March 2026. The Law amends both the law of 17 December 2010 on Undertakings for Collective Investment (the UCI Law) and the law of 12 July 2013 on Alternative Investment Fund Managers (the AIFM Law). It enters into force on 16 April 2026. However, reporting obligations under AIFMD II will apply from 16 April 2027.

Overall, Luxembourg is largely transposing AIFMD II as-is, without gold-plating.. However, there are a few items to mention:

• Substance: the explanatory comments of the Law indicate that the requirement for the conduct of the manager’s activities to be vested in at least two full-time natural persons is not expected to have any impact in Luxembourg, insofar as this is already generally observed in administrative practice.
• Ancillary services: the list of permitted ancillary services has been extended to include functions and activities already performed in relation to the funds managed, provided any conflicts are appropriately managed. The explanatory comments indicate that this may include services such as human resources, information technology, anti-money laundering services, corporate services, domiciliation, and broader administrative, risk management, and marketing services for funds.
• Interpretation of “third party”: the explanatory comments confirm that “third party” should be interpreted broadly and may include, for example, intermediate vehicles, co-investment vehicles, carried interest vehicles, pension funds, securitisation vehicles, and insurance vehicles.
• Depositary rules: the Law does not allow Luxembourg AIFs to appoint a depositary established outside Luxembourg. It does, however, clarify that a Luxembourg depositary may act for a non-domestic AIF where the AIF’s home Member State has exercised the relevant option and the appointment has been approved by that Member State’s competent authority.
• Liquidity management: for both AIFs and UCITS, the Law goes beyond the requirement to select at least two liquidity management tools from the AIFMD II list by expressly permitting the use of additional tools on a complementary basis.
• Auditor exemption: the Law introduces in Article 26 of the UCI Law a new exemption for SICAV UCITS from the requirement to obtain an independent auditor’s report for issues of units in exchange for contributions in kind, and the explanatory comments state that this should also apply to UCITS established as common funds and to redemptions in kind.

AIFMD II leaves it to the discretion of Member States to determine whether, for reasons of public interest, AIFs should be prohibited from granting loans to consumers. The Law prohibits both Luxembourg and foreign AIFs from granting consumer loans to consumers located in Luxembourg. However, this does not prevent Luxembourg AIFs from granting loans to consumers located in other jurisdictions where such activity is permitted. Other requirements reflect the Directive itself, and the Law does not gold-plate in this area.

As of early 2026, the Commission de Surveillance du Secteur Financier (CSSF) has not yet issued detailed implementation guidance on AIFMD II, nor has it published any circulars or Q&A clarifying its supervisory expectations. To date, its communications have remained limited to high-level messages to market participants, particularly in relation to liquidity management tools. More granular and operational guidance is, however, generally anticipated by the industry as the implementation timeline progresses.