DEFINITION
A Luxembourg SICAR (Société d'investissement en capital à risque) is a tailor made investment vehicle for private equity and venture capital. A SICAR is formed to combine attractive tax status with lighter regulatory requirements.
The law defines "Venture Capital" as the capital put at the disposal of the companies which have just been incorporated or companies from sectors of activities with high potential for development. "Private Equity" is an investment in an unquoted priv ate company. Those are investments in risk transactions, however with very high potential for return.
OBJECTIVE, PURPOSE
A SICAR invests its assets in securities representing risk capital in order to make its investors profit from results of assets' management in consideration for the risk encountered. The term risk capital comprises direct or indirect contributions of assets into entities to facilitate their launch, their development or their listing on a stock exchange.
Securities issued by a SICAR are reserved to "informed investors" (knowledgeable investors or investors investing at least EUR 125,000). There are no restrictions imposed on portfolio investments or investment policies. Dividend distribution is not prescribed or limited.
LEGAL BASIS
The Law dated June 15, 2004 on the investment company in risk capital (the "SICAR Law") as amended by the Law of October 24, 2008.
LEGAL FORM
A SICAR can be incorporated within the framework of one of the following corporate forms: - Société anonyme (S.A.) – similar to a Public Limited Liability Company or Aktiengesellschaft (AG);
- Société à responsabilité limitée (S.à r.l.) – similar to a Private Limited Company or a Gesellschaft mit beschränkter Haftung (GmbH);
- Société en commandite simple (SCS) - Limited Partnership ;
- Société en commandite par actions (SCA) – similar to Partnership Limited by Shares or Kommanditgesellschaft auf Aktien (KGaA);
- Société co-operative (S.C.) – a co-operative (a co-operative can also be incorporated as a public company).
ADMINISTRATION
A SICAR shall have its registered office and central administration executed in Luxembourg, which is usually provided by specialized domiciliation agents, together with ancillary services such as bookkeeping, filing and reporting or services of directors.
The minimum share capital of a SICAR is 1 million EUR of which minimum 5% has to be paid up. This allows the promoter to set up a SICAR and to request that investors pay the capital when investments are foreseen and funds are actually required.
A SICAR shall appoint a depositary bank to act as a custodian of its assets. A depositary bank must either have its registered office in Luxembourg or be established in Luxembourg, if its registered office is in another EU Member State.
INVESTMENT SCOPE
Investment policy of a SICAR is freely determined by the promoter, the manager and investors without any mandatory obligation or limitation.
A SICAR may be composed of multiple compartments, each compartment corresponding to a distinct part of assets and liabilities of the SICAR and having status of a separate entity. A SICAR is authorized to issue new shares pursuant to its articles of association without any further formalities. This allows tailoring of securities and creation of as many classes of shares as required by the company's activity.
Shares of a SICAR may be listed on the Luxembourg Stock Exchange. Investors who for regulatory reasons prefer to invest in a listed company will thus have access to a venture capital investment through a listed SICAR.
SUPERVISION
The promoter of a SICAR is not subject to any authorization from the CSSF.
Annual accounts of a SICAR must be reviewed by an independent auditor (réviseur d'entreprises).
A SICAR has to publish an annual report within six months after the end of the year.
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The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
