Introduction
As of 1 April 2025, the Commission de Surveillance du Secteur Financier (CSSF) has officially implemented its new e-identification procedure for the prospectuses and offering documents (the Prospectus) of UCITS, Part II UCIs, SICARs, and SIFs (each a UCI). Announced on 6 March 2025, this change aims to streamline the CSSF administrative process and improve procedural efficiency. While the new system simplifies formalities for market participants, it also reinforces the responsibility of the UCI’s governing body to ensure regulatory compliance and uphold robust investor protection standards.
Further to its press release, the CSSF published on 20 March 2025 comprehensive Guidelines on the e-identification procedure for UCI Prospectuses via its eDesk portal. The Guidelines include a categorisation of Prospectus amendments, details on the new procedure, technical instructions, and an FAQ section.
This note summarises the key takeaways of the Guidelines.
I. Approval of a new UCI
The existing procedure for the approval of new UCIs via the eDesk platform remains unchanged.
II. Amendments to an existing UCI Prospectus
The Guidelines introduce a dual-track approach, distinguishing between:
1. Amendments not requiring prior authorisation or review by the CSSF, which may be directly included in the Prospectus and submitted through the e-identification process; and
2. Amendments requiring prior review by the CSSF, which must follow the standard authorisation or non-objection process via email prior to e-identification.
In cases where a Prospectus contains both categories of amendments, the submitted document must present all changes in track-changes mode, with those requiring prior CSSF review clearly highlighted (e.g., by colour or format).
The CSSF will adopt a risk-based supervisory approach and may request, at its discretion, additional documentation or clarification for ex-post analysis, even for changes not subject to prior review.
i. Amendments NOT subject to prior CSSF review (UCITS and non-UCITS) include notably:
– Set up, name change, merger or feature modifications of share classes
– Change of initiator (if disclosed in the Prospectus)
– Cost and fee updates
– Non-material changes to existing (sub-)funds
– Non-material amendments to the general part of the Prospectus
– Minor updates linked to ESMA or other EU/international Q&As, guidelines, or recommendations
ii. Amendments subject to prior CSSF review (UCITS and non-UCITS) include notably:
– Set up of new funds or sub-funds (including UCITS/non-UCITS conversions)
– Label authorisation/registration (for non-UCITS sub-funds)
– Changes to instruments of incorporation, governing body, or managers
– Changes to service providers
– Mergers
– Material amendments to name, investment strategy, SFDR annexes, NAV frequency, side pockets, performance fees, etc.
iii. Common material changes (non-exhaustive list):
– Modifications to investment objective or policy
– Change of management company, portfolio manager, or adviser
– Increases in fees or changes to performance fee methodology
– Mergers or changes in custodian or other service providers
– Creation of side pockets, share class alterations, NAV-related terms
– Reclassification under SFDR or name changes affected by ESMA guidance
Material changes must be notified to investors at least one month in advance, during which redemption or conversion (free of charge) must be offered. The CSSF may grant derogations in justified circumstances (e.g. unanimous investor approval or shortened timeline).
III. New e-Identification procedure
Following completion of any required CSSF review (or where none is needed), the Prospectus must be submitted for e-identification via one of two channels:
– Via S3 API, the existing CSSF file exchange interface; or
– Via the eDesk online form, available as of 1 April 2025.
The new procedure replaces the previous visa stamp process and consists of two key steps:
1. Completion of the dedicated eDesk form, summarising all Prospectus amendments—whether subject to CSSF review or not.
2. Upload of the final, clean version of the Prospectus (without track changes), together with any supporting documents.
Upon submission, a unique identification number (format: YYYY/NNNNNN-NNNNNN-N-PC) will be assigned, and the date of e-identification will be recorded.
IV. Transitional Period
As of 1 April 2025, all Prospectuses and offering documents must be submitted via the new e-identification application on eDesk.
A transitional period applies until 16 April 2025 for documents filed before 31 March 2025 and for which the visa stamp process was already initiated via e-file. These may follow the prior process.
However:
– Documents filed before 1 April 2025 without initiation of the visa stamp procedure must be resubmitted under the new e-identification process.
– All amendments submitted after 31 March 2025 must follow the e-identification process, with the eDesk form duly completed.
Conclusion
The new e-identification regime marks a significant step forward in the CSSF’s digitalisation efforts. UCIs and their service providers should adapt internal procedures to ensure timely and compliant filings under the updated regime.
Matthieu is a lawyer with nearly 20 years of experience in structuring investment funds across a wide range of vehicles and strategies, including regulated (UCITS, Part II, SIFs, SICARs, ELTIFs), indirectly regulated (RAIFs) and unregulated (limited partnerships) structures.
He advises fund sponsors, asset managers and institutional investors on the legal and regulatory aspects of fund structuring, capital raising, and cross-border distribution, covering the entire fund lifecycle.
Matthieu has a strong track record assisting European and international clients in the setup of bespoke fund platforms and co-investment vehicles.
You may find Matthieu’s contact details at the following link: https://www.chambonlaw.com/contact-us/