The CSSF has provided guidance on the new e-Identification procedure for UCI prospectuses and offering documents that will replace the current visa stamping procedure from 1 April 2025. Under the e-Identification procedure, certain amendments to the fund and fund documentation are no longer subject to the prior approval of the regulator. The CSSF therefore emphasises that fund governing bodies are ultimately responsible for ensuring compliance with regulatory requirements for fund products and their documentation.
On 20 March 2025, the CSSF published the Guidelines on the new e-Identification procedure for UCI prospectuses and offering documents. The Guidelines detail the new electronic process, known as the e-Identification procedure, for submitting to the CSSF the prospectus and offering document of Luxembourg UCIs (i.e. UCITS, Part II UCIs, SIFs, SICARs and ELTIFs). The new e-Identification system will replace the current visa stamping procedure from 1 April 2025.
What are the changes?
While the approval process for the prospectuses and offering documents of new UCIs remains unchanged, the approval process for amendments will change depending on the type of amendment. Only Category 1 amendments will require prior approval by the CSSF. Upon receipt of the approval, the new prospectus or offering document with Category 1 amendments can then be filed for e-Identification. Category 2 amendments do not require prior CSSF approval and may be submitted for e-Identification directly.
- Category 1 amendments are changes or requests subject to prior review by the CSSF, such as (i) the set-up of a new fund or sub-fund or any label authorisation, (ii) changes relating to the rules of instruments of incorporation or the managers and/or the governing body's composition, or certain other key features of an existing fund, (iii) changes of service providers, (iv) mergers, (v) material changes within one or more existing (sub-)funds as defined in the Guidelines, and (vi) additional share classes with complex characteristics (UCITS only).
- Category 2 amendments are changes that will not require prior review by the CSSF, such as (i) additional share classes without complex characteristics, (ii) amendments to the initiator (if indicated in the fund documents), (iii) costs and fees, (iv) non-material changes to existing (sub-)funds, (v) non-material changes to the general part of the prospectus or offering document, and (vi) non-material ESMA or other European or international institutions-related updates to ensure compliance with Q&As, guidelines and recommendations.
- The CSSF reserves the right to carry out ex-post analyses of any previous amendments, regardless of whether they were subject to prior review, and may request additional explanations on prior amendments to the UCI or amendments to the prospectus or offering document, even if the document has already been e-Identified. The CSSF therefore emphasises that the ultimate responsibility for the content of the prospectus or offering document lies with the UCI directors.
How to submit files for e-Identification
The prospectus or offering document can be submitted for e-Identification through two different channels:
- via the S3 API interface used by the CSSF for the file exchange, or
- via an online form available on the CSSF's eDesk platform from 1 April 2025.
Following submission, the CSSF will assign the files a unique identification number and the e-Identification date.
What about pending approvals?
Prospectuses and offering documents can be e-filed for visa stamping until 31 March 2025. After this date, they must be submitted for e-Identification through the CSSF's eDesk e-Identification application. If changes are submitted to the CSSF before 31 March 2025, but no e-filing procedure for the visa stamp is initiated by that date, the prospectus or the offering document must be filed for e-Identification.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
