Tokenised Fund Issuance: Luxembourg
Structures for Every Strategy
Fitzgerald Digital Markets provides fund managers and investment sponsors with a structured pathway to establish, tokenise and administer investment funds across every legally permissible Luxembourg fund vehicle, from closed-ended private equity structures to open-ended alternative investment funds.
The Luxembourg Advantage
Luxembourg is the second largest investment fund domicile in the world and the leading jurisdiction in Europe for alternative investment funds, with a mature legal framework purpose-built for complex, multi-strategy fund structures. The jurisdiction offers a full suite of regulated and lightly regulated fund vehicles under EU and domestic law, recognised passporting rights across the European Economic Area, an established ecosystem of service providers, and a sophisticated professional administration industry. For fund managers seeking credibility with international institutional investors, a Luxembourg-domiciled structure provides a recognised and trusted foundation. FDM’s platform brings together the Luxembourg legal framework, digital securities infrastructure and institutional-grade fund administration, making this route accessible to fund managers across global markets.
Fund Structures FDM Can Support
FDM coordinates with advisers and institutional partners to assist sponsors in establishing every Luxembourg fund vehicle legally admissible for your investment strategy.
SICAV
Luxembourg’s widely used open-ended fund vehicle for liquid or semi-liquid strategies, including multi-asset and fixed income.
SICAF
A closed-ended structure for illiquid strategies such as private equity, infrastructure equity, and direct lending.
SIF
A flexible vehicle for well-informed investors, suitable for niche strategies, alternative assets, and co-investment.
RAIF
A fast-to-establish vehicle for sophisticated investors across private debt, infrastructure, and real estate assets.
FCP
A contractual vehicle managed by a management company, commonly used for fixed income and money market funds.
SOPARFI
Used for private equity structures, co-investment vehicles, and special purpose fund entities in Luxembourg.
SA-Based Special Purpose Vehicles: Bond Funds and Credit Vehicles
For credit-focused fund strategies, Luxembourg Société Anonyme vehicles can be structured as special purpose issuance entities raising capital through tokenised fund interests or securitisation notes. These vehicles are particularly relevant for litigation finance, trade receivables, real estate debt, and asset-backed fund structures.
Private Equity and Venture Capital Funds
Luxembourg’s limited partnership structures, the SCSp (Société en Commandite Spéciale) and the SCS (Société en Commandite Simple), provide internationally recognised limited partnership vehicles for private equity and venture capital fund managers seeking a European base for institutional fundraising and EU market access.
Infrastructure and Project Finance Funds
Closed-ended or hybrid vehicles designed for long-life infrastructure assets, including energy generation, transport, water, telecommunications, and social infrastructure. These funds are structured with fixed terms aligned to asset life, distributed through institutional channels, and administered with reporting frameworks appropriate for project finance investors.
Real Estate Funds
Regulated and lightly regulated vehicles for real estate investment strategies, including direct property acquisition, property development lending, and commercial real estate debt. Luxembourg’s real estate fund framework is well established and widely recognised by international institutional investors.
Litigation Finance and Legal Asset Funds
An emerging institutional asset class in which capital is deployed to fund litigation proceedings, arbitration, and legal enforcement in exchange for a share of recovered proceeds. Luxembourg vehicles, particularly SIFs and RAIFs, are well suited to housing litigation finance strategies, given their flexibility in eligible asset classes and investor type restrictions.
Environmental and Impact Funds
Funds specifically designed to deploy capital into environmental projects, including carbon sequestration, biodiversity, renewable energy, conservation, and blue economy initiatives. Luxembourg’s impact investment framework and ESG reporting infrastructure support credible, verifiable environmental investment vehicles. FDM is specifically developing expertise in this area to support fund managers targeting green and blue credit markets.
What Tokenisation Adds to a Luxembourg Fund
Digital Fund Interests
Fund units or shares are represented as digital tokens on a permissioned blockchain, enabling precise tracking of beneficial ownership, transfer restrictions, and economic rights in real time.
Automated Distributions
Smart contract logic processes coupon payments and redemption proceeds, reducing administrative cost and standard processing errors.
Investor Register Integrity
A single cryptographically secured register maintained by institutional administrators reduces reconciliation risk across the fund lifecycle.
Controlled Secondary Transactions
Embedded transfer restrictions support investor eligibility, lock-up periods, and jurisdictional compliance through digital infrastructure.
Institutional-Grade Administration
FDM coordinates with established institutional fund administrators to provide KYC/AML onboarding, investor register maintenance, NAV calculation, distribution processing, and regulatory reporting. This ensures that every fund established through FDM meets the administrative standards expected by international institutional investors and Luxembourg regulatory authorities.
FDM Is Built for Global Fund Managers, Including Those in Emerging Markets
Luxembourg fund structures have historically been the preserve of large, established asset managers with existing European relationships. FDM’s platform is designed to open these structures to fund managers operating in emerging and frontier markets. FDM coordinates the legal, administrative, and tokenisation components of fund establishment, so the manager can remain focused on strategy and investor relationships.
The FDM Fund Establishment Process
01
Strategy and Structure Assessment
FDM understands the strategy, target investor base, anticipated fund size, and asset class, then identifies the appropriate Luxembourg vehicle with legal counsel.
02
Legal Registration and Constitutional Documents
Luxembourg legal counsel prepares constitutional documents, regulatory filings, and required CSSF submissions. Legal fees are the responsibility of the fund sponsor.
03
Administration and Tokenisation Setup
Investor onboarding, the register, reporting framework, and FDM’s digital securities platform are established.
04
Investor Onboarding and Capital Formation
Qualified investors complete institutional KYC/AML procedures. Commitments are recorded and fund interests are issued as digital tokens.
05
Ongoing Administration
NAV calculation, distributions, reporting, regulatory submissions, and corporate actions are managed by institutional administrators with FDM oversight.
Explore Whether FDM Is the Right Platform for Your Fund
We work with fund managers and investment sponsors from first conversation through to ongoing administration. If you are considering establishing a Luxembourg fund vehicle and want to understand how tokenisation can enhance your structure, we welcome a confidential initial conversation.
Email: info@fitzgeralddigitalmarkets.com