Agefi Luxembourg - octobre 2025

AGEFI Luxembourg 30 Octobre 2025 Fonds d’investissement By Dr. Sebastiaan Niels HOOGHIEMSTRA, Loyens&Loeff Luxembourg * O n 30 September 2025, the Euro- peanCommission (“EC”) pu- blished aRecommendation on increasing the availability of savings and investment accounts (“SIAs”) with simplified and advantageous tax treatment. TheRecommenda- tionproposes a blueprint for the creation of tax-incentivized SIAs aimed at providing EUci- tizenswith simple and accessi- ble investment opportunities. This contribution examines the implications of theRecommenda- tionwith a particular focus on the role that (Luxembourg) fundmanagers and the UCITS andAIFs theymanage couldplay. UnlockEurope’s Savings Potential EU citizens are among the world’s highest savers holding around EUR 10 trillion in bank deposits. (1) These deposits are safe and accessible but offer lim- ited protection against inflation and provide lower long-termreturns compared to investments in capi- tal market instruments, such as equities, bonds, or investment funds.Whilebanks anddepositswill re- maina central part of theEuropeanfinancial system, excessive reliance on them limits both individual fi- nancial outcomes and the broader economic poten- tial of the EU. Redirecting a greater share of household savings toward capital markets would notonlyallowcitizenstoseekhigherreturnsbutalso strengthen the EU’s capacity to finance growth, in- novation, and employment. An analysis by the ECB indicates that, if EU house- holds reduced their deposit-to-financial-assets ratio from 28% to 10%, aligning with that of U.S. house- holds, up to EUR 8 trillion could be redirected into market-based investments. This represents an esti- mated annual flow of around EUR 350 billion that could be channelled into productive uses across the European economy. (2) Several factors explain the current imbalance. Many citizens face complex investment processes, frag- mentedfinancial servicesmarkets, and limited cross- border competition. Financial literacy remains uneven, and retail investors tend to concentrate their portfoliosdomesticallyduetofamiliarity,sharedlan- guage, andproximity. These conditions constrainac- cess to more diverse and potentially rewarding investmentopportunities.Encouragingbroaderretail participation in capital markets is therefore essential. Increased engagement would enhance the financial resilience of householdswhile expanding the pool of risk capital available to European enterprises. A strongerbaseofindividualinvestorswouldalsosup- portthefinancingofstrategicEUpriorities,including the digital andgreen transitions, social development, andEuropean security anddefense initiatives. To achieve this, the ECencouragesMember States to establish SIA frameworks or to reform their existing SIA framework to develop and strengthen their do- mestic capital markets, including measures to boost retailinvestorparticipation.Totranslatethisambition into action, the European blueprint for SIAs offers a practical framework forMember States to strengthen domesticmarkets,enhancefinancialliteracy,andmo- bilize private savings intoproductive investment. SIAProviders Fragmentedmarketsandprotectionistbehavioursare detrimental both to retail investors and to the devel- opment of EUcapital markets. Facilitating the provi- sion of SIAs across borders can increase competition amongproviders andencourage innovation, thereby creating more opportunities for retail in- vestors to get the best investment opportu- nities. Tothisend,theRecommendationrequires Member States to ensure that the funda- mental freedoms are respected, allowing a wide range of financial service providers (“ FSPs ”)toofferSIAstoretailinvestors. This includes authorized invest- mentfirmsthatarepermitted to provide the following MiFID2 services: - Reception and transmis- sionof orders; - Execution of orders on be- half of clients; - Safekeepingandadministra- tionof financial instruments; - Portfoliomanagement; and - Investment advice. FSPs, regardless of the Member State in which such FSP is authorized, should be permitted to offer these services in relation to SIAs to individual residents withinanyEUMemberState.MemberStatesmaynot imposeadditional “goldplating”on topof theMiFID 2 requirements when these services are provided to- gether with an SIA. In addition, holders of SIAs are not required to receive financial advicewhen invest- ingthroughanSIA.PortfolioportabilitybetweenSIA providersshouldbeenabled,providedthatthereceiv- ingFSPisauthorizedunderMiFID2forthesafekeep- ing and administration of the financial instruments and complies with the Recommendation’s require- ments that facilitate tax compliance. Account Simplicity and Flexibility LowCosts&Portability of SIAs Keeping costs low and ensuring smooth portability are essential for making SIAs truly accessible to citi- zensacrosstheEU.TheoperationofanSIAshouldbe simple,transparent,andaffordable,withfeesthatare fair,proportionate,andeasytounderstand.Excessive oropaquechargesdiscourageparticipationanderode trust, particularly among first-time investors. Clear disclosure of all costs, from account maintenance to transaction and transfer fees, is therefore critical to transparency and investor confidence. Equallyimportantistheabilityforinvestorstotransfer their accounts and assets easily between providers. High administrative burdens and complex proce- durescanlockinvestorsintoinefficientarrangements and restrict competition among providers. Transfers should be seamless, digital where possible, and lim- ited to necessary administrative costs, which should be proportionate and clearly stated in the terms and conditions of the SIA. From a tax perspective, moving a portfolio between SIA providers, whether domestically or across bor- ders, should not create a taxable event or jeopardize existing tax advantages. This principle is vital to en- suringthatinvestorscanswitchprovidersfreelywith- out penalty. However, Member States retain taxing rights in the event of a change in the tax residence of theretailinvestor,basedonnationallawsandbilateral taxtreaties.Itisthereforeinevitablethatsometransfers may trigger taxable events. Possibility to holdmultiple accounts across providers Flexibility is a cornerstone of an effective SIA frame- work. The Recommendation requires that retail in- vestors should have the freedom to open and maintain multiple SIAs, including with different providers, to tailor their investment strategies to per- sonalpreferences,financialgoals,andriskprofiles.Al- lowing multiple accounts enhance competition amongproviders,supportsmarketentryfornewpar- ticipants, and broadens investor choice. It also helps investors diversify their holdings and access a wider rangeofinvestmentproductsacrossassetclassesand jurisdictions.Conversely,restrictinginvestorstoasin- gle account can reduce flexibility and discourage en- gagement.However,administrativeandtaxcomplex- ities arising frommultiple accounts can bemitigated through clear reporting mechanisms and standard- ized data-sharing processes between providers and tax authorities. Simplicity and transparency of SIAs SIAholders shouldbeable tomanage their accounts with ease. Member States and the industry should therefore ensure that SIAsprovidea simple, reliable, and easily accessible experience for retail investors, including through user-friendly digital interfaces and high-quality customer service. While digital solutions are an effectiveway to facili- tate access to SIAs, offline options should also be availablewherefeasible,toensureinclusivityandac- cessibility for all. Investment Universe andEligibleAssets AsuccessfulSIAframeworkmustgivecitizensaccess to a broad universe of investment options that allow for effective diversification and long-term wealth building. At a minimum, SIAs should offer shares, bonds, and units/shares of UCITS, including ex- change-traded funds, sourced from a wide range of issuers. Diversification across asset classes and geog- raphiesisessentialtoreducingriskandimprovingre- turns. Beyondthesecoreinstruments,MemberStates could expand eligibility to include ELTIFs and retail AIFs, which channel savings into real-economy pro- jects suchas infrastructure, the energy transition, and the growthof SMEs. To protect new investors and ensure investments re- main aligned with the prudential goals of the SIA, highly risky or complex products, such as certain derivativesandcrypto-assets(excludingtokenizedfi- nancial instruments), shouldremainexcluded. These assets arenot consistentwith theobjectives of theSIA framework, which seeks to foster prudent and sus- tainable investing, and they carry higher risks for in- dividual investors. Instead, Member States should encourage providers to offer the widest possible array of investment op- tionsavailableonthemarket,enablingretailinvestors todiversifyportfoliosacrossassetclasses,geographies, issuers, asset managers, financial instrument manu- facturers, and risk profiles. In particular, providers should be encouraged to include investment options that allowretail investors tochannel investments into the EU economy, supporting strategic EU priorities suchasthedigital,green,andsocialtransitions,aswell as the strengthening of EUsecurity anddefence. Taxation and Incentives Beneficial Tax Treatment Offering retail investors a tax incentive, along with simple tax compliance procedures for investments held in a SIA, can significantly improve uptake and has been identified as a key feature of successful SIA frameworks in both Member States and third coun- tries. To encourage participation, Member States are recommended to provide SIAs, and the assets held within them, with tax treatment at least equivalent to the most favourable taxation available for any asset class or investment product in the jurisdiction. Where Member States wish to further promote SIA uptake, theymay consider a variety of measures, in- cluding tax deductions, exemptions, deferrals, or the application of a uniform tax rate. By implementing such incentives, tax authorities can align investor be- haviourwith long-termsavings goals, simplify com- pliance, and fosterwider adoptionof SIAs. Facilitated TaxCompliance For many people, the complexity of tax compliance related to investment income can be a significant de- terrenttoparticipatingincapitalmarkets.Tomakein- vesting in SIAs more accessible, Member States should ensure that tax settlement processes are sim- ple, user-friendly, and, as far as possible, automated. ThiscanbeachievedbyenablingSIAproviderstoas- sistinvestorswithtaxcompliance,eitherbycollecting taxes on behalf of account holders or by sharing rele- vant informationwith national tax authorities to pre- fill tax returns. Clear and comprehensive information on the tax treatment of SIA assets should be readily available and easy to understand for both retail investors and FSPs. Furthermore, topromote cross-border compe- titionandmarket integration,Member States should allow SIA providers authorized in other Member States to offer these tax compliance services under the same conditions asdomesticproviders, ensuring that retail investors canbenefit fromsimplified, effi- cient tax processes regardless of where their SIA provider is based. Outlook: SIAs as aDistribution Channel for Luxembourg Funds EUcitizens have some of thehighest savings’ rates in theworld. However, they oftendo notmaximize the potential of their savingsdue toa combinationof fac- tors, including limited financial literacy, complex in- vestorjourneys,fragmentedfinancialservicesmarkets that reduce competition, and restricted investment choices.As a result, they have fewer opportunities to investtheirsavingsinwaysthatcouldgeneratehigher returns andbuildwealth. The SIARecommendation hasthepotentialtounlockafullyintegratedEuropean marketforFSPsbyallowingeachFSPtobenefitfrom the principles of freedom of establishment and free- domtoprovideservices.Eligibleentitiesareprimarily MiFID2investmentfirmsengagedinawiderangeof investmentactivities,includinginvestmentadviceand portfoliomanagement. Although the text does not explicitly clarify this, AIFMsandUCITSmanagementcompaniesthathave aMiFID2 top-up, enabling themtoprovideportfolio management,investmentadvice,and/orthereception and transmission of orders, should also benefit from the freedoms granted under the Recommendation. Theirmain limitation is that theyarenot permitted to provide safekeeping and administration of financial instruments, meaning they cannot ensure the porta- bility of clients’ assets involving shares andbonds. Inaddition,theSIAframeworkallowsMemberStates toincluderetailAIFs,suchasPart2UCIsandELTIFs. Bydoing so, the EC recognizes thatAIFs canhelp re- tail investors diversify their portfolioswhile also con- tributing to the financing of critical infrastructure projects andunlisted companies, including start-ups, scale-ups, andSMEs. Finally, while the Recommendation is to be wel- comed,itremainsuncertainwhetheritwilleffectively provideaminimumframeworkforharmonizingSIA structuresacrossEurope.ThechoiceofaRecommen- dation as instrument reflects the heavily tax-driven natureoftheproposedSIAframework,whichmakes adopting a directive or regulation more challenging. However, past experiences with similar recommen- dations, suchas the tax recommendation for thePan- European Pension Product, have shown limited success. It therefore remains to be seen whether the SIA Recommendation will gain traction and, in the absence of a clear implementation framework, when Member Stateswill actually implement it. 1)EC,CommissionStaffWorkingDocumentaccompanyingthe Recommendation(SWD(2025)6800,p.5. 2)C.Lagarde,November2024,“Followthemoney:channelling savings into investment and innovation in Europe”, speech at the 34th European Banking Congress: “Out of the Comfort Zone: Europe and the New World Order”, available at: https://short.do/ruZVcb. (*) Dr. Sebastiaan Hooghiemstra is a senior associate in the invest- ment management practice group of Loyens & Loeff Luxembourg and Senior Fellow of the International Center for Financial Law & Gover- nanceattheErasmusUniversityRotterdam. SIA– The EC’s BluePrint for Tax-incentivized Investment Accounts E uropeanCapital Part- ners (ECP), an inde- pendent Luxembourg- based Super Management Company (UCITS &AIFM withMiFID top-up), an- nounces the completion of the acquisition of Eurinvest Partners S.A.’s business, ef- fective 19 September 2025, following all required reg- ulatory approvals inAu- gust 2025. The transaction materially strengthens ECP’s Belgian wealth management franchise serving HNWIs and families. It brings the total AuM of ECP to EUR2.5 billionandadds neweq- uity strategies to ECP’s fund range, underscoring Luxem- bourg’s role as a launchpad for independent, internationally scalable investment firms. Yves Colot is appointed Head of Wealth Management Belgium. Key experienced professionals fromEurinvestjoinECPtoensure a seamless continuity for clients and to deepen on-the-ground ex- pertise inBelgium. The Eurinvest brand will be discontinued as client relationships and assets are fully integrated under the ECP name. The acquisition entails a strategic shareholding change withSTALCOSRL,ownedbythe Emsens family and Yves Colot, entering as a newstrategic share- holder, bringing long-termalign- ment, entrepreneurial experience and local anchoring inBelgiumto support ECP’s next growth phase. In parallel, Whitestone Partners S.à r.l. exits the share- holding structure of ECP. Stanis- las Emsens joins ECP’s Board of Directorsasof19September2025. Overall ECP,which is 51.5%Lux- embourgish, is further anchoring the firm in Luxembourg’s finan- cial ecosystem while supporting cross-border expansion. “This purchase marks a signifi- cantmilestone in the evolutionof ECP. It meaningfully accelerates our footprint in Belgium, en- hances our solutions for high-net- worth clients and adds new equity strategies to our fund range. I amparticularlydelighted towelcomeYves, theBelgianpart of the former Eurinvest teamand our new shareholder STALCO SRL. Our strategic shareholders will continue to play an active role as thewealth andassetman- agement industry consolidates, where scale is increasingly essen- tial to delivering best-in-class client service and meeting regu- latory requirements”, say Léon Kirch, Managing Partner, Chief Investment Officer and share- holder of ECP. ECP completes acquisition of Eurinvest Partners LéonKirch&Yves Colot ©ECP