Decoding new Article 28bis: How it reshapes the AIFM Framework

On 30 July 2026, the Luxembourg Government deposited Bill of Law No. 8814 (the Bill) before the Luxembourg Parliament with the aim of amending the law of 12 July 2013 on alternative investment fund managers (the AIFM Law).

This initiative marks a significant milestone in the evolution of Luxembourg’s private fund ecosystem. Through the introduction of a new Article 28bis of the AIFM Law, the Bill opens the door for Luxembourg common limited partnerships (sociétés en commandite simple, SCS) and special limited partnerships (sociétés en commandite spéciale, SCSp) that qualify as alternative investment funds (AIFs) to adopt multi-compartment structures without being required to fall within one of Luxembourg’s existing product laws.

As of today, the possibility to have compartments is reserved exclusively to AIFs falling under one of the four Luxembourg product laws: the SICAR law of 15 June 2004 (SICAR Law), the SIF law of 13 February 2007 (SIF Law), the RAIF law of 23 July 2016 (RAIF Law), and the UCI law of 17 December 2010 (UCI Law). However, the product laws carry regulatory requirements (e.g., diversification constraints, minimum capital rules and investor eligibility rules) that may be disproportionate to the needs of certain fund structures. The Bill tackles this issue by providing fund managers with a route to compartmentalization directly within the AIFM Law without the need for any additional product-law wrapper.

The Bill is expected to have an impact on:

• Sponsors operating parallel fund programmes, who need a Luxembourg umbrella entity that replicates a foreign multi-compartment arrangement (such as a Delaware Series LLC or Cayman structures) without being encumbered by the additional requirements of a product law.
• Fund managers running several investment strategies within a single vehicle, including through feeder structures and co-investment vehicles.
• Fund managers seeking to offer bespoke terms to different investor groups, for example, through currency-specific compartments, differentiated fee or carried interest arrangements, or portfolios tailored to regulatory or investor-profile needs.

In this article, we will explore the mechanics of Article 28bis of the AIFM Law and further map its structuring possibilities against the well-established regimes of the SIF Law, the SICAR Law, and the RAIF Law, identifying areas of overlap, divergence, and potential complementarity.

 

A Deep Dive into the text of Article 28bis

The proposed Article 28bis is structured on the basis of Article 49 of the RAIF Law and replicates existing practice on compartments, regarding, for instance, compartment-level liquidation, cross-investment and reporting. However, the Bill also sets out specific requirements on the eligibility of AIFs under Article 28bis and enshrines the principle of segregation between compartments.

1. Requirements to benefit from Article 28bis:

   Article 28bis requires three cumulative conditions to be met:

   • Qualification as an AIF: The first and obvious condition is that the investment vehicle must satisfy the AIF qualification criteria as set out in Article 1(39) of the AIFM Law.
   • Managed by an Authorised AIFM: Secondly, the AIF must be managed by an authorised AIFM established in Luxembourg or in another EU Member State. Accordingly, sub-threshold managers relying solely on the registration regime, as well as third-country AIFMs, will be excluded from the scope of the new provision and will not have access to unregulated multi-compartment structures.
   • AIF established as SCS/SCSp: The adoption of multi-compartment structures will only be available to SCS and SCSp under new Article 28bis. By contrast, a société en commandite par actions (SCA) will not have access to the new regime. This choice results from the substantial contractual flexibility offered by these legal forms, whereas the SCA is subject to certain mandatory rules under Luxembourg companies law which require the addition of a product-law regime to gain the necessary flexibility for fund.
     
     
2. Statutory Ring-Fencing:

   A core feature of the Bill is the express formulation of the segregation principle as a default rule under para. (3) of Article 28bis which is a first in non-product laws. Such principle may be derogated through the AIF’s constitutive documents. Accordingly, except as otherwise provided for in the LPA:

   • investor and creditor rights linked to a particular compartment are confined to the specific pool of assets of that compartment;
   • the assets within a compartment are reserved solely to satisfy the claims of such compartment’s investors and compartment-related creditors;
   • in the inter-investor relationships, each compartment functions as a separate entity.

Finally, it should be noted that the proposed text of Article 28bis is without prejudice to multi-compartment structures governed under the product laws so that fund sponsors may still choose to benefit from a specific regime under the product laws. Such possibility raises the question of the key differences between the multi-compartment structure under the product laws and Article 28bis.

 

Article 28bis multi-compartment structures vs. Product laws multi-compartment structures

As outlined above, the use of product laws for multi-compartment structures comes with various regulatory constraints that will not apply to multi-compartment structures eligible under Article 28bis. Three key aspects could be of importance to sponsors: (i) the diversification requirements for vehicles falling within certain product laws, (ii) the minimum capital requirements, and (iii) investor eligibility.

1. Diversification limits:
   The diversification framework applicable to the various product laws (except for SICAR) is set out in Circular CSSF 25/901, which provides as a general rule that no more than 25% of the net assets may be invested in securities of the same type issued by the same issuer (such threshold being raised to 50% for funds reserved to well-informed or professional investors). In case of multi-compartment structures, these investment limits apply on a compartment-by-compartment basis. By contrast, a multi-compartment under Article 28bis will not be subject to any statutory diversification requirement, which grants more flexibility for sponsors.
   
   
2. Minimum capital requirements:
   The product law regimes impose minimum net asset thresholds that must be achieved within prescribed timeframes (e.g., a minimum of EUR1,250,000 for a RAIF or a minimum of EUR1,000,000 for a SICAR). These thresholds must be satisfied by actual assets or contributions paid in, whereas Article 28bis imposes no such minimum capital requirement.
   
   
3. Investor eligibility:
   SIFs, SICARs and RAIFs are restricted to “well-informed investors” (investisseurs avertis) while no such restriction applies to AIFs per se. Accordingly, the absence of the well-informed investor restriction means that multi-compartment structures under Article 28bis may accept investors who would not qualify as “well-informed investors” (investisseurs avertis) (for example, non-EU investors investing in a Luxembourg structure who do not meet the EUR100,000 minimum investment threshold). This flexibility will be valued by sponsors with an investor base composed of non-EU HNWIs.

The Bill represents a well-targeted and commercially meaningful addition to the Luxembourg fund toolbox and is expected to offer more structuring options, simplify fund structuring and reduce fund costs. The Bill will follow the ordinary legislative process and we expect that it may be adopted prior to the year end.