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FAQs Collective investment undertaking

General FAQ on registering, changing or striking off a collective investment undertaking

  • Should I necessarily log into MyMinfin in order to register, change or strike off a collective investment undertaking?

    The collective investment undertakings are required to use electronic services made available by the FPS Finance for every exchange of information, documents or any communication and request between the  collective investment undertakings and the FPS Finance, pursuant to Articles 305/1 to 305/6 of the law of April 19th 2014 on alternative collective investment undertakings and their managers, and to Articles 271/19 to 271/25 of the law of August 3rd 2012 on collective investment undertakings which comply with the requirements mentioned in the Directive 2009/65/EC and the undertakings for investment in receivables.

  • How can I log into the OPC application?

    You will find an explanation of how to connect to the OPC application here.

  • How to register a collective investment undertaking?

    You will find an explanation of how to register an OPC here.

  • Do registration fees apply?

    There is no registration fees.

  • Can the registration date be specified in the request?

    The registration date can be specifically requested when the file is submitted.  At the soonest the registration can occur the day the request is submitted, provided that the file is complete and complies with the legal and regulatory provisions.

  • Can a draft application be submitted for advice before official registration?

    No opinion is given if it is not an official application for registration.

  • Can registration take place at a date prior to the application?

    The conditions for registration must be met on the date of the application for registration. Registration can only take place at the earliest on the date of the application, if and only if the file is complete and the legal and regulatory conditions are met on that same date.

  • What are the registration deadlines for the various collective investment undertakings?

    Registration for each collective investment undertaking is made within 30 calendar days of the application, on the basis of a complete file.

  • Are there any comments on the draft Articles of Association?

    The General Administration of Treasury of the FPS Finance is not competent to provide opinions on the draft articles of association drawn up by undertakings or their legal representatives.  No opinion may be given on the draft articles of association. Applications for registration will only be examined on the basis of the definitive articles of association.

  • How to request a change concerning a collective investment undertaking?

    You will find an explanation of an application to modify a collective investment undertaking here.

  • How do I request a strike off?

    You can find an explanation of the cancellation request here.

  • Do fees in case of an application for a strike off apply?

    There is no fees applicable in the case of an application for a strike off.

Specific FAQ on specialised real estate investment funds

  • Can a company made up of a single investor be registered as a specialised real estate investment funds ?

    An institutional investment undertaking with a fixed number of participation rights may be constituted by a single eligible investor.

    In this case the articles of association of a specialised real estate investment funds must expressly state that the shares may only be held by a single investor. Otherwise, it may be considered that this specialised real estate investment funds raises capital from a number of investors within the meaning of Article 4, paragraph 1, point a of the AIFM Directive. This specialised real estate investment funds will then fall within the scope of the same AIFM Directive (Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers). The fact that there is only one investor is therefore to be regarded as a legally authorised exception which does not prevent a company from being classified as a specialised real estate investment funds. Investment undertaking made of a single investor can then choose the status of specialised real estate investment funds pursuant to Article 281 of the law of April 19th 2014 and their manager will the be exclusively subject to the provisions of Book II of Part III of the law of April 19th 2014 (and not the provisions of Part III) provided that they do not simultaneously manage an alternative collective investment undertaking within the meaning of the AIFM Directive.

    It should also be noted that the single investor must be acting on its own behalf and not on behalf of one or more other investors not declared as such, for example one or more non-eligible investors.

  • Can a specialised real estate investment funds take or lease a property?

    Article 7, §§ 4 and 5 of the Royal Decree of November 9th 2016 on specialised real estate investment funds allows the specialised real estate investment funds to take or lease one or several properties provided that this activity is carried out on an ancillary basis and that this is stipulated in its articles of association and information document.

    However, an exception is made when the buildings are used for purposes of public interest, including social housing and education. In this case, the specialised real estate investment funds is authorised to carry on as its principal activity the leasing of one or more buildings with a purchase option.

  • Can a property finance lease entered into by a specialised real estate investment funds also cover the furniture in the building?

    Article 2 of the Royal Decree of 9 November 2016 on specialised real estate investment funds states that:

    “For the application of the present Decree the following words must be understood as follows:

    4° immovable property:

     (l) rights arising from contracts under which one or more properties are leased to the specialised real estate investment funds or conferring other similar rights of use".

    The property finance lease entered into by a specialised real estate investment funds may also relate to the movable property in the building leased under the finance lease insofar as the movable property is assigned to the building in question and held on an ancillary basis and that the specialised real estate investment funds acts within the framework of its investment policy.

  • Which documents must be provided by the specialised real estate investment funds when it is required to appoint a depositary pursuant to the Law of 19 April 2014?

    In the case when the specialised real estate investment funds is required to appoint a depositary, a document attesting to this designation and containing information enabling the depositary to be identified, must be attached by the company to its application for registration as a specialised real estate investment funds.

Specific FAQ on private pricaf

  • Is it possible to set up a company and apply for registration as a private pricaf when the company has fewer than 6 shareholders on the date of the application for registration?

    Pursuant to Article 5 of the Royal Decree of May 23rd 2007 on the private pricaf, the obligation for the private pricaf to have a minimum of 6 shareholders/associates is a requirement that the company must meet. If the condition regarding the number of shareholders/associates is not met, registration on the list is not permitted; even if certain additional investors present a certificate in which they undertake to become shareholders/associates of the company.

    An exception to this required minimum number of shareholders/associates condition may only be authorised if there is at least one of the legal entities listed in Articles 7 and 8 of the Royal Decree of May 23rd 2007 among the shareholders/associates of the collective investment undertaking.

  • Must a company's minimum share capital be paid up in full before it can be registered as a private pricaf?

    The obligation to pay up the share capital in full amounts to a minimum of 61,500 EUR. This amount must be paid up when applying for the company to be included on the list of private pricaf.

    Article 300 of the law of 19 April 2014 on alternative collective investment undertakings and their managers states as follows:

    “1st paragraph. The private pricaf is subject to the provisions of the Companies and Associations Code insofar as this is not derogated from by this title and the decrees issued for its implementation".

    Articles 7:2 and 7:11 of the Companies and Associations Code state as follows:

    "As soon as the company has been incorporated, the capital must be fully paid up to the minimum amount of 61,500 EUR".

  • Does a newly set up private pricaf have to pay up its share capital initially at 3% or 25%?

    The fact for a private pricaf to pay up its share capital is subject to common law.

    Article 300 of the law of 19 April 2014 on alternative collective investment undertakings and their managers states as follows:

    “The private pricaf is subject to the provisions of the Companies and Associations Code insofar as this is not derogated from by this title and the decrees issued for its implementation". 

    Articles 7:2 and 7:11 of the Companies and Associations Code state as follows:

    "As soon as the company has been incorporated, the capital must be fully paid up to the minimum amount of 61,500 EUR.

     1° each share corresponding to a contribution in cash and each share corresponding, in whole or in part, to a contribution in kind must be paid up by one quarter ;

     2° shares corresponding in whole or in part to contributions in kind must be fully paid up within five years of the company's incorporation”.

  • What happens if a private pricaf invests in an unlisted company, but following a capital increase the same company is then listed on the stock exchange?

    It must be referred to Article 304, § 3 of the law of April 19th 2014 on alternative collective investment undertakings and their managers as well as Article 16 of the Royal Decree of May 23rd 2007 on the private pricaf.

    It is important to remember that both the law and the Royal Decree refer to holding on an ancillary or temporary basis. The holding of shares or rights in a listed company that were already in the portfolio prior to listing is possible on a temporary basis (maximum two years) or on an ancillary basis (up to an overall maximum of 30% of the balance sheet total). These limits do not apply during the liquidation period of the private pricaf.

  • Is it allowed for a private pricaf to take out a loan, as a lending institution, with an unlisted company that offers a conversion option into shares in the unlisted company?

    A loan issued by an unlisted company may be considered to fall within the category of authorised investments within the meaning of Article 183, first paragraph, 5° of of the law of 19 April 2014 on alternative collective investment undertakings and their managers as well as Article 2, 2° of the Royal Decree of May 23rd 2007 on the private pricaf.  This may involve a loan that can be converted into shares in the unlisted company. This is in line with the objective of the legislation, which is to promote the financing of unlisted companies. The term of the loan is not fixed by the aforementioned provisions.