Sponsors raising materially from European institutional LPs
Luxembourg SPVs for European capital
The EU-domiciled option, worth its overhead only when European institutional capital is material.
The problem
European institutions frequently prefer, and sometimes require, an EU-domiciled vehicle. Luxembourg is the usual answer, with strong regulatory standing and flexible structures such as the SCSp and RAIF. It is also more expensive and operationally heavier than any other option on this list, which makes it the wrong choice for a small or single-asset raise.
How Rocketbook handles it
Rocketbook supports Delaware today, with Luxembourg on the roadmap. Reach for Luxembourg only when European institutional money is a substantial part of the raise and those LPs have a genuine domicile requirement. Otherwise Delaware is faster, cheaper, and accepted by the US companies you are most likely to be investing in.
Workflow
- 1
Confirm the requirement is real
Distinguish LPs with a hard mandate to invest through EU vehicles from LPs who simply find one more familiar. Only the former justifies the cost.
- 2
Check the deal side
US portfolio companies and their counsel are most comfortable with Delaware entities on the cap table. An EU vehicle can add friction at the company end, not just the investor end.
- 3
Budget honestly
Formation, ongoing compliance, and local professional services in Luxembourg are materially higher than Delaware, and generally only sensible for sizeable European raises.
- 4
Launch Delaware, plan Luxembourg
Run the current deal in Delaware and plan the EU structure for the raise where the LP base makes it necessary.
What you get
- Luxembourg is on the Rocketbook roadmap — Delaware is what you can launch today
- EU-domiciled vehicle preferred by European institutions
- Strong regulatory reputation and structuring flexibility (SCSp, RAIF)
- More expensive and operationally heavier than other options
- Generally only worth it for sizeable European raises
Frequently asked questions
Can I form a Luxembourg vehicle on Rocketbook today?
Not yet. Delaware is live today; Luxembourg is on the roadmap alongside Cayman and the UK. If an EU-domiciled vehicle is essential to your raise, get in touch and we will help you plan the structure.
What is the difference between an SCSp and a RAIF?
An SCSp is a Luxembourg special limited partnership — tax-transparent and contractually flexible, commonly used for closed-ended private funds. A RAIF is a reserved alternative investment fund, which gains speed to market by relying on the oversight of an authorised manager rather than direct product authorisation. Which fits depends on your investor base and manager arrangements, and is a question for Luxembourg counsel.
Is Luxembourg worth it for a single-asset SPV?
Usually not. The cost and compliance overhead are calibrated for funds rather than one-off vehicles, so a single-asset deal rarely justifies it unless a large European institutional LP has a hard domicile requirement.
Related glossary terms
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