Private Equity

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Tax services

Fund structuring 

Fund regulatory structuring

We will assist you from the very early stages of your PE fund project, through the design, set-up and regulatory approval process and until its effective launch and beyond, by offering you a wide range of services:

  • Preliminary analysis and guidance with respect to the most appropriate regulatory regime, fund type and legal form
  • Guidance and advice on the definition of the fund features including the most suitable corporate governance structure, organizational and administrative structure, fee structure and carried interest model, distribution policy, duration, redemption rights for the fund
  • Guidance and advice as to the selection of the fund service providers (depository bank and fund administration)
  • Preparation of teasers, term-sheets , marketing presentations and other documentation for commercial purposes
  • Preparation of the fund documentation for the regulatory approval process, including the fund’s issuing document, constitutive documents, and subscription documents
  • Review of, and advice on fundservice agreements provided by your selected services providers, third-parties and/or you
  • Coordination of and assistance through the regulatory approval
  • Assistance with the fund incorporation process, such as coordination with the fund service providers, the Luxembourg public notary, assistance with the post-incorporation registration and publication formalities
  • Assistance during the fund-raising phase, such as definition of prospective investors’ universe for your PE fund, or providing you support in meetings and/or conference calls with your prospective investors
  • Due diligence processes
  • On-going assistance during the lifetime of the vehicle;
  • Market and regulatory insight/ updates on hot topics such as AIFMD etc
  • Advice on AIF distribution strategy

Fund tax structuring

We will design an efficient structure from a tax standpoint, considering the following key tax aspects:

  • Efficient tax structuring  of the key cash flows:
  • Any cash flows from the investee companies to the Private Equity fund
  • Distributions by the Private Equity fund to its investors
  • Carried interest and management fee distributions to the general partner
  • Tax advice specific to the set-up and structuring  of the SICAR and the SIF
  • Analysis  of the qualification of investments as transferable securities
  • Solutions for an effective management of “cash on hold” positions prior to the investment in risk capital
  • Indirect tax advice aimed at reducing irrecoverable input tax costs
  • Application of the EU Savings Directive
  • Review of the tax related sections in the private placement memorandum


Transaction Tax

We advise on all Luxembourg tax and corporate aspects of acquisition structuring for a target group wherever located. Transaction services include, amongst others, pre-deal structuring and buy-side/sell-side tax due and corporate diligence. Our focus is on the implementation of a tax efficient acquisition structure permitting optimal cash repatriation to Private Equity funds through use of appropriate financial instruments. We also offer post- deal tax services especially in the field of structuring management participation and tax compliance/substance advice as well as for the tax monitoring of cash repatriation to Private Equity funds.

Our expertise in the buy-side

  • Structuring and post deal integration
  • Due diligence
  • Modeling
  • Management incentive plans
  • Sale and Purchase Agreement (SPA) advice

Our expertise in post-deal services

  • Tax compliance
  • Substance advice
  • Monitoring cash repatriation

Our expertise in the sell-side

  • Structuring
  • Exit readiness assessments
  • Vendor due diligence
  • SPA advice

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Private Equity Center of Excellence

Our Center includes the best content from across EY to help you grow your PE-backed business and achieve more value at exit.

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