Anne-Gaëlle Delabye
Partner | Legal
Luxembourg Legal Services
Partner
Luxembourg Legal Services
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Following the publication of Luxembourg laws of 8 April 2019[1] (see our previous briefing here), the Luxembourg Financial Sector Supervisory Authority (CSSF) has issued two press releases aimed at undertakings for collective investment (UCIs) and/or their managers, and certain firms currently authorised in the United Kingdom (UK) which intend to continue their activities in Luxembourg following a withdrawal of the UK from the European Union (EU) without the conclusion of a withdrawal agreement (no-deal Brexit). UCIs and/or their managers established in the UK that are currently authorised entities under the UCITS Directive[2] and/or the AIFM[3] Directive respectively, as well as firms currently authorised in the UK under the provisions of MiFID II, CRD, PSD 2 or EMD[4] will, from the date the UK leaves the EU, be considered as "third-country firms/entities". This means they shall no longer benefit from the relevant passporting regime and, as a result, will not be able provide their services in Luxembourg without authorisation by the CSSF.
UK firms (currently authorised under CRD, MiFID II, PSD 2 or EMD)
In the context of business continuation of such UK firms, the CSSF has highlighted a distinction between the conclusion of new contracts and the continuation of existing activities.
UCIs and management companies (authorised under UCITS Directive and/or AIFMD Directive)
UCIs and/or their managers that aim to continue to provide services in Luxembourg after a no-deal Brexit, must notify their intention to do so to the CSSF no later than 15 September 2019, through the notification portal. Entities currently authorised under the UCITS Directive and the AIFM Directive are required to submit separate notifications for both licenses, while those who have already applied for an authorisation nevertheless have to submit a Brexit notification.
Following this notification, these entities will have to submit to the CSSF, no later than 31 October 2019, a "corresponding application for authorisation, or, as the case may be, the corresponding notification or information on any action taken otherwise, depending on the nature of the activities they intend to pursue" after a no-deal Brexit and preparatory actions taken so far. Subsequently, the CSSF will examine such notifications on a case-by-case basis and may grant (within 10 business days from the submission) the aforementioned entities the possibility to benefit from the transitional regime, ie to continue their activities in Luxembourg following a no-deal Brexit. The CSSF has set the duration of the transitional regime to 12 months following such a no-deal withdrawal.
Should you have any further questions, please contact Ogier in Luxembourg.
[1] Law of 8 April 2019 on the measures to be taken in relation to the financial sector in the event of the withdrawal of the United Kingdom of Great Britain and Northern Ireland from the European Union; Law of 8 April 2019 on the measures to be taken in relation to the financial sector in the event of the withdrawal of the United Kingdom of Great Britain and Northern Ireland from the European Union and amending: the Law of 13 February 2007 relating to specialised investment funds, as amended; and the Law of 17 December 2010 relating to undertakings for collective investment
[2] Directive 2009/65/EC of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) (recast)
[3] Directive 2011/61/EU of 8 June 2011 on Alternative Investment Fund Managers
[4] Directive 2014/65/EU of 15 May 2014 on markets in financial instruments;
Directive 2013/36/EU of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms (recast);
Directive 2015/2366/EU of 25 November 2015 on payment services in the internal market; and
Directive 2009/110/EC of 16 September 2009 on the taking up, pursuit and prudential supervision of the business of electronic money institutions (recast).
Anne-Gaëlle Delabye
Partner | Legal
Luxembourg Legal Services
Partner
Luxembourg Legal Services
Ogier is a professional services firm with the knowledge and expertise to handle the most demanding and complex transactions and provide expert, efficient and cost-effective services to all our clients. We regularly win awards for the quality of our client service, our work and our people.
This client briefing has been prepared for clients and professional associates of Ogier. The information and expressions of opinion which it contains are not intended to be a comprehensive study or to provide legal advice and should not be treated as a substitute for specific advice concerning individual situations.
Regulatory information can be found under Legal Notice
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