Communication on the launch of a Standardised Model Articles of Incorporation for UCITS – an additional model template to support the examination of a

Published on 1 August 2023 Email this Share this on LinkedIn Share this on Facebook Communiqué Communication on the launch of a Standardised Model Articles of Incorporation for UCITS – an additional model template to support the examination of an application for approval of a new UCITS Further to the implementation of a Standardised Model Prospectus (communication on 17 November 2022), the CSSF is pleased to announce the availability of Standardised Model Articles of Incorporation that applicants can use when submitting an application for approval of a new UCITS set up in corporate form (SICAV). The Model Articles of Incorporation has been developed with the aim to facilitate the drafting of Articles of Incorporation for a SICAV project of average complexity and to facilitate through standardisation its examination by the CSSF during the processing of the application file. The Standardised Model Articles of Incorporation is not a new regulatory requirement nor a guarantee for approval. The current authorisation process, from the submission of a request, the exchange of comments where relevant and the approval process of a UCITS, remains unchanged as described on the webpage “Authorisation of a UCI”. While the Model Articles of Incorporation is set up to reflect current and up-to-date practice, the content is composed of information of a universal nature and may need customisation to suit the context and circumstances of any specific SICAV project. The Standardised Model Articles of Incorporation provides certain freedom to add or alter text, however limited to the extent to not override the benefit of standardisation. You can visit the page Authorisation of a UCI on the CSSF website for further information on the scope, conditions of use and practical guidance in respect to the proposal. 1 August 2023 User Guide – Standardised Model Articles of Incorporation for UCITS Version 1 CSSF guidance PDF (153.47Kb) 1 August 2023 - Updated on 15 May 2026 Standardised Model Articles of Incorporation for UCITS Form DOCX (168.08Kb) Relevant for Undertakings for collective investment in transferable securities (UCITS) User Guide for the Standardised Model Articles of Incorporation for a UCITS set up in the form of a société d'investissement à variable (SICAV) USER GUIDE OF THE STANDARDISED MODEL ARTICLES OF INCORPORATION FOR UCITS V1, Last update: 31/07/2023 1/5 User Guide for the Standardised Model Articles of Incorporation for UCITS set up in the form of a société d'investissement à variable (SICAV) Users are advised to read this guide before drafting Articles of Incorporation for UCITS based on the Standardised Model Articles of Incorporation for a UCITS set up in the form of a société d’investissement à capital variable (SICAV). This guide aims at providing practical information on the steps to consider when drafting Articles of Incorporation by using the Standardised Model Articles of Incorporation for UCITS. Step 1: Assess whether the proposed UCITS project is suitable for the use of the Standardised Model Articles of Incorporation for UCITS The Standardised Model Articles of Incorporation for UCITS is available in English and its wording is designed for the set-up of an undertaking for collective investment in transferable securities with the following characteristics: - an undertaking for collective investment in transferable securities (UCITS) subject to Part I of the Law of 17 December 2010 concerning undertakings for collective investment; - a UCITS to be set up in the form of an investment company with variable capital (SICAV); - a UCITS to be managed by a Luxembourg-domiciled Management Company or by a Management Company domiciled in another EU Member state in accordance with the freedom to provide services on a cross-border basis. The Model Articles of Incorporation for UCITS provides freedom to add or alter texts but to a limited extent. Users are advised that modifying the model and/or adding provisions is limited to a reasonable degree only, so as not to override the benefit of the standardisation. If the Standardised Model Articles of Incorporations for UCITS is modified to a large extent, the CSSF reserves the right to assess on a case by case basis whether the degree of adaptations can still give access to accelerated examination. USER GUIDE OF THE STANDARDISED MODEL ARTICLES OF INCORPORATION FOR UCITS V1, Last update: 31/07/2023 2/5 The considerations below should be taken into account when drafting Articles of Incorporation for a UCITS set up as an investment company: - a fair knowledge and understanding of the Luxembourg law on commercial companies, Luxembourg law relating to undertakings for collective investment, overall regulatory context and requirements for funds are a prerequisite for adequate drafting of Articles of Incorporation for UCITS set up as an investment company; - depending on your experience and proficiency in drafting Articles of Incorporation for UCITS, it may be beneficial to consider the assistance of a notary or other professionals with relevant experience; - do not use colours as the text may be photocopied or downloaded in black and white; - keep the spacing between lines aligned with the spacing policy of the entire document (sections, paragraphs); - the Articles of Incorporation, once approved by the CSSF, must be drawn up in the form of a notarial deed; - deeds are only valid vis-à-vis third parties from the date of their publication on the Recueil électronique des sociétés et associations (RESA). Step 2: Copy a version of the Standardised Model Articles of Incorporation to your desktop and name the document with reference to the name of the future UCITS project Step 3: Customise the Standardised Model Articles of Incorporation by filling out all variable text fields (highlighted in turquoise) and adapt where relevant (to a limited extent) the standardised wording to reflect the proposed project for a UCITS set up in the form of a société d’investissement à capital variable (SICAV). Practically, the Standardised Model Articles of Incorporation contains variable free text fields (highlighted in turquoise) for the fund initiator for customisation in order to reflect the possible particularities and characteristics of the investment company project. Any adaptations made must be highlighted by using the track change function. USER GUIDE OF THE STANDARDISED MODEL ARTICLES OF INCORPORATION FOR UCITS V1, Last update: 31/07/2023 3/5 Step 4: Proceed to an extensive review of the customised Articles of Incorporation in draft version After completion of the customised draft Articles of Incorporation, proceed to an extensive coherence check against the Prospectus and Key Investor Document(s) and the final structure and operations of the proposed UCITS investment company project. Before any submission to the CSSF, the final version of Articles of Incorporation is deemed to have been validated by all relevant responsible bodies of the future UCITS, notably Fund governance, management company, service providers, etc. Step 5: Add the finalised and duly validated Articles of Incorporation to the other supporting documentation of the UCI Approval Application file for upload in the “UCI Approval” application as further described under the ordinary authorisation process applicable for UCITS. Upload the Articles of Incorporation in final validated draft version (stage before final notarial deed). The document must have the track change function activated, be free of any encryption, password protection, and builtin macros and have all variable free text fields and relevant optional texts (both highlighted in turquoise) completed. * * * * USER GUIDE OF THE STANDARDISED MODEL ARTICLES OF INCORPORATION FOR UCITS V1, Last update: 31/07/2023 4/5 Commission de Surveillance du Secteur Financier 283, route d’Arlon L-2991 Luxembourg (+352) 26 25 1-1 direction@cssf.lu USER GUIDE OF THE STANDARDISED MODEL ARTICLES OF INCORPORATION FOR UCITS www.cssf.lu V1, Last update: 31/07/2023 5/5