Energy Fund S.C.A. SICAV-RAIF Launch in Luxembourg – Structuring Guide for Investors and Family Offices

An investment fund dedicated to energy opportunities

The term “Energy Fund S.C.A. SICAV-RAIF” is used to describe a structuring initiative, not a statutory or predefined legal category under Luxembourg law.

The Energy Fund S.C.A. SICAV-RAIF is designed as a professional investment platform through which sponsors may channel capital toward energy-related assets across development, construction, and operational phases. The structure is particularly suitable for strategies involving renewable generation facilities, grid-supporting infrastructure, storage solutions, energy-efficiency technologies, or other assets contributing to the long-term transformation of the energy sector.

The fund initiator combines a sponsor-controlled S.C.A. corporate governance framework with the regulatory discipline of a SICAV-RAIF managed by an authorised AIFM. So, the structure enables professional and well-informed investors to participate in energy projects within a legally secure, institutionally governed, and operationally scalable environment.

The final Offering Memorandum remains the sole binding reference for any capital deployment.It refers to a proposed investment platform that may be structured by project sponsors through the combination of a Société en Commandite par Actions (S.C.A.) corporate form and the Reserved Alternative Investment Fund (RAIF) regulatory regime configured as a Société d’Investissement à Capital Variable (SICAV).

The objective is to provide a compliant and governance-driven framework through which professional and well-informed investors may allocate capital to energy-related strategies, subject to the applicable legal and regulatory requirements.

Luxembourg as the Structuring Jurisdiction

Luxembourg is recognised within the European Union as a primary strategic jurisdiction for the formation and administration of alternative investment platforms. The jurisdiction benefits from a stable and predictable legal environment, specialised financial services infrastructure, multilingual professional capacity, and alignment with European regulatory frameworks including AIFMD.

The country’s legislative framework provides sponsors with structural flexibility, operational continuity, and professional oversight suitable for long-term thematic asset strategies. This has contributed to Luxembourg’s positioning as a preferred jurisdiction for vehicles investing in private equity, infrastructure, real assets, and thematic sectors, including energy transition and related technologies.

The Corporate Form: Société en Commandite par Actions (S.C.A.)

The Société en Commandite par Actions (S.C.A.) is a corporate form governed by Luxembourg company law which incorporates characteristics of both partnership-based management and share capital structuring. It includes:

• General Partner (unlimited liability, executive authority)
• Limited Shareholders (limited liability, capital participation)

The S.C.A. may be selected where sponsors require long-term governance continuity, strategic discretion, and asset-development autonomy over multi-year horizons.

Fund Regulatory Regime: SICAV-RAIF

Under Luxembourg law, a RAIF must be managed by an EU-authorised AIFM and can adopt a SICAV variable capital model. A RAIF is not subject to prior CSSF approval but remains under indirect supervision through its authorised AIFM. This framework offers:

• indirect regulatory supervision via an authorised AIFM
• eligibility for professional and well-informed investors
• flexibility to create multiple investment compartments
• compatibility with AIFMD passporting mechanisms

The RAIF regime combines regulatory alignment and accelerated operational launch timelines, subject to full compliance with AIFMD governance, risk management, valuation, and reporting obligations.

Strategic Objective

A platform structured under this model may be intended to facilitate capital deployment into energy-related opportunities across development, expansion, or operational phases, depending on the strategy formally defined in the official documentation. Potential focus areas may include (purely informational):

• renewable generation assets
• infrastructure development platforms
• energy storage or balancing capacity
• distribution, transmission or network upgrades
• applied energy-efficiency technology

Permissible activities, risk parameters, and asset categories must be identified within the final Offering Memorandum.

Governance and Regulatory Stakeholders

A Luxembourg S.C.A. SICAV-RAIF structure generally includes the following actors:

Optional Article 8 SFDR Positioning

Should the platform elect to promote environmental characteristics, it may be able to consider Article 8 alignment under Regulation (EU) 2019/2088 (SFDR). Any such positioning requires pre-existing and documented methodology, not post-positioning marketing.

Risk Disclosure 

• regulatory and permitting uncertainty
• construction and development delays
• market pricing, tariff, and funding volatility
• technology obsolescence or performance divergence
• supply chain dependency
• cross-border legal or tax complexity

Formal risk assessment must be conducted on a transaction-specific basis with independent advisors.

Main Implementation Stages

1. Definition of investment rationale and investor eligibility
2. Selection of S.C.A. legal form and RAIF regulatory model
3. Appointment of an EU-authorised AIFM
4. Drafting of Offering Memorandum and constitutional acts
5. Appointment of key regulated service providers
6. Notarial constitution
7. Commencement subject to full compliance

Final Statement

The Energy Fund S.C.A. SICAV-RAIF represents a structuring option for sponsors seeking to establish a governance-driven, professionally managed platform oriented toward energy-related strategies within a Luxembourg framework. Independent professional advice is mandatory before any implementation or investment decision. Please contact  your Damalion experts to launch your Energy Fund S.C.A. SICAV-RAIF

Frequently Asked Questions – Energy Fund S.C.A. SICAV-RAIF

1. What does the term Energy Fund S.C.A. SICAV-RAIF represent?

It represents a proposed structuring initiative combining the S.C.A. corporate form and the SICAV-RAIF regime.

2. Is this a predefined Luxembourg legal fund category?

No, it is not a predefined fund category but a structuring option.

3. Who may be admitted as investors?

Professional and well-informed investors as defined under Luxembourg law.

4. Is CSSF pre-approval required?

No, RAIFs are launched without prior CSSF approval but are indirectly supervised through an authorised AIFM.

5. What is the typical minimum subscription amount?

EUR 125,000 unless a lawful exemption applies.

6. Can multiple compartments be created?

Yes, if provided in the constitutive documentation.

7. Is an external AIFM mandatory?

Yes, the RAIF must be managed by an EU-authorised AIFM.

8. Can the structure invest in energy-related projects?

Yes, subject to the Offering Memorandum.

9. Are non-Luxembourg investors eligible?

Yes, subject to compliance procedures.

10. Does capital vary in accordance with NAV?

Yes, under the SICAV model.

11. Can Article 8 SFDR positioning be considered?

Yes, if environmental characteristics are promoted and documented.

12. Is leverage permissible?

Yes, within defined risk policies.

13. Can the platform operate through SPVs?

Yes, subject to legal and tax analysis.

14. Are annual accounts audited?

Yes, audit is mandatory.

15. Is this approach suitable for long-term asset strategies?

It may be suitable depending on objectives and risk assessment.