SPV Finance Director

Working within a Top Tier Private Equity Firm as part of the Luxembourg finance team, the individual will provide director level support to a number of holding companies. The individual will report into the Head of Luxembourg. The focus of the role is taking ownership of the financial and governance requirements of Luxembourg holding companies, Luxembourg Funds and taking a leading role in deal execution. This will involve working with external advisers, London and Boston Finance team, investment professionals and the management and finance teams at Group portfolio companies.

The role requires an individual that is able to work autonomously on an operational level. They will need to demonstrate excellent interpersonal skills in liaising with other board level executives as well as building networks at all levels including within the company’s organisation. The role will require someone to confidently navigate Luxembourg’s domestic corporate law, accounting and tax regulations.

Responsibilities:

Luxembourg holding company’s governance

  • Act as SPV and/or Fund Director
  • Understand the governance requirement of Luxembourg holding companies from a legal and tax perspective and ensure they are compliant. This will involve ensuring:
  1. the ongoing board composition complies with the company’s house view;
  2. regular board meetings and shareholder meetings are organised and physically attended in Luxembourg;
  3. board meetings are documented appropriately i.e detailed minutes are drafted, executed, and filed at the registered offices, and all documentary approval remains compliant (including notices, agendas, papers, minutes, proxies and signatures).
  • Keep abreast of regulatory developments in Luxembourg and work with the company’s Finance/Tax team and advisers to assess and mitigate the impact for the company;
  • Manage timely submission of compliance filings (including direct tax returns, VAT returns, CbCR, Central Bank reporting etc) with the local administrations and authorities.
  • Proactively anticipate the processes required to ensure the company’s Luxembourg holding companies remain compliant in Luxembourg (i.e commission transfer pricing studies where required, consult on specific technical issues, organise timely audit planning, work with portfolio finance teams to discuss accounting consolidation procedures).

Transaction Related Duties

  • Understand funds flow deal documents and the Luxembourg financing instruments used in all Luxembourg holding structures.
  • Help the UK and US Finance teams with creating appropriate waterfall mechanisms for any liquidity event (dividend, exit, refinancing).
  • Coordinate with the UK and US Finance teams on the cash flows required to fund new deals and portfolio M&A.
  • Coordinate with external advisers to execute the underlying documentation and corporate approvals required to sign and fund new deals and portfolio M&A.
  • Provide a “best practice” corporate governance service to shareholders, directors (board and committees) and other stakeholders, which includes, but is not limited to co-ordinating the documentation for the following:
  1. dividend declarations
  2. shares/issues and transfers/registers
  3. change of directors
  4. incorporation or dissolution of companies
  5. PEC and/or CPEC issues or redemptions

Other Duties

To facilitate the execution of the major responsibilities above, the individual will be required to:

  • Monitor external adviser relationships and ensure external adviser costs are cost-efficient to the company.
  • Build strong working relationships with the management and finance teams at the company’s portfolio companies.
  • Lead, motivate and act as a role model for colleagues and the company’s Finance Administrators

 

Requirements:

  • Previous relevant senior management and directorship experience;
  • Strong knowledge of relevant legislation and regulatory framework in Luxembourg;
  • Significant experience in the private equity industry; experience in fund administration and AIFM is a plus;
  • Good understanding of tax, financial and legal matters;
  • Professional qualification, preferably a qualified accountant (ACCA/CFA);
  • Ability to deal with complexity and problem solving skills;
  • Ability to actively prioritise and manage conflicting demands;
  • Ability to work under pressure and meet tight deadlines;
  • Strong organisation and time management skills;
  • Excellent command of English; fluency in French, German or Luxembourgish is a plus;
  • Team player, eager to learn and work with others in a dynamic environment.
Head of Legal & Compliance

Our client is a European Real Estate Investment Manager specialising in European commercial real estate investments on behalf of major investors from around the world.

For their boutique Luxembourg office, they are now looking for a Head of Legal and Compliance.

Responsibilities:

  • Responsible for all legal, corporate and regulatory activities of the Real Estate Funds and its Luxembourg entities (100+ entities)
  • Actively participate and advise on transactions and structuring investments for the firm’s sponsored European real estate Funds (acquisition, joint venture, development projects, disposal, financing, restructuring etc), coordinate with local lawyers and advisors and provide support to acquisition team to ensure timely closing.
  • Advise the group on a broad range of legal, corporate, and compliance matters across Europe in providing comprehensive and pragmatic advice
  • Supervise the administration of a portfolio of Luxembourg holding and property companies owning real estate (take over the daily management function)
  • Sound management of the legal and compliance department, defining scope of responsibilities and tasks. Mentoring and training of the legal and compliance team
  • Arrange and attend board/investment committee meetings or shareholder meetings – review/draft written board or shareholder resolutions. Act as an advisor to the Luxembourg board.
  • Draft and/or review, legal and corporate documents such as intercompany loan agreements, NDAs, contributions agreements and later conversion into equity, increase of share capital, articles of incorporation, liquidation documentation (knowledge of internal financing instruments is a must)
  • Handle legal and corporate requests and needs of the other group departments/functions (including for the other offices)
  • Coordinate management of the EU entities in the Funds’ structures and advise on good corporate governance
  • Act as the key contact with lawyers, notaries, depositories, Funds consultants and work collaboratively with other departments/functions (such as finance, tax and accounting)
  • Ensure regulatory compliance of the Funds (AIFs) in collaboration with the UK-based AIFM
  • Supervise the compliance and KYC/AML processes (Funds’ AML Policy and Risk Based Approach)
  • Participate in local and global legal initiatives and internal projects, close monitoring of legal and regulatory changes

Requirements:

  • 10+ years of experience in a legal and compliance role within an Law Firm or AIFM in Luxembourg
  • Strong knowledge of the legal and regulatory aspects of Real Estate Funds
  • Qualified Lawyer – LLM or equivilant
  • Proven experience in managing a small team, or the desire to
  • Excellent communication skills across all levels and divisions globally
  • Fluent in English and French is mandatory, Italian or Spanish are an advantage
  • Tax structuring experience is a distinct advantage
Senior Compliance Officer

We are currently supporting a well established Super ManCo in Luxembourg (located in the city center) looking for an experienced compliance officer to support the continuous increase of their activities.

Responsibilities

  • Performing the related AML/KYC controls on the new clients on-boarded, as well as the periodical review of the same (e.g. verifying that all the required AML/KYC documents have been collected pursuant to the internal compliance checklist; carrying out client screening against sanctions, PEP and other watchlists);
  • Interacting across business units (both in Luxembourg and in other countries) in order to ensure the adequate collection of the AML/KYC and MIFID II client documentation;
  • Independently handle client administration in the area of account openings (i.e. ensuring the correct record keeping of clients’ files);
  • Interacting with external counterparties (e.g. depositary bank, advisors, auditors, regulatory authorities, tax offices; company registrations houses) in a wide range of activities (e.g. drafting periodical/ad hoc regulatory submissions; investigating and managing responses to regulatory queries).
  • Performing impact assessment and gap analysis of laws and regulations, in order to identify the specific measures to be implemented;
  • Drafting and reviewing internal policies, procedures and guidelines;
  • Leading and supporting projects and performing quality assurance, business testing of applications and respective end-to-end processes

Qualifications

  • You have successfully passed an academic degree in law, economics, finance or similar subject;
  • You have a relevant compliance experience of at least 5 years on a similar role;
  • You have a solid knowledge of compliance related laws, Luxembourg AML/CFT regulatory framework and MIFID II regulations;
  • You possess excellent communication, team-building and organizational skills, and you are flexible for both daily business requirements and with respect to more complex tasks and projects;
  • You are fluent in both written and spoken English.
Transfer Agency Manager

ur client, a global leader in fund administration, corporate and fiduciary services, is currently looking for a Transfer Angency Manager to join their growing fund business in Luxembourg focusing on Private Equity / Venture Capital Administration.

The Manager – Investor Services will deal with day to day complex client issues and demands of the Investor Services function, related to each type of fund structure.

Responsibilities:

  • Coach staff on the job on the processes, standards and system in place.
  • Ensure that work delivered for clients is compliant with compliance manuals, and the local regulatory framework.
  • Following the core business processes as defined and help improving such processes on an ongoing basis
  • Communicate with clients and investors on a day to day basis concerning ongoing work.
  • Review investors details required for FATCA/CRS and ensure that they are complete and reporting is completed in line with revenue requirements and as per agreed deadline.
  • Ensure that trade orders, settlement, subscription, redemption documents, capital calls are accurate.
  • Monitor the Subscription process and ensure that subscriptions are correctly reported to new investors.

Requirements:

  • Degree holder or fully qualified ACCA or ICSA
  • Minimum 5 years’ experience in a similar position
  • An advanced knowledge of Laws and Regulations
  • Advanced level of capability of the MS Office suite, Word & Excel
  • A working knowledge of eFront
  • Fluent in English
Client Onboarding Administrator

Our client, a global Third party Management Company, active within the alternative investment space is currently looking for a Client Onboarding Administrator to join their Luxembourg office.

You will be involved in opening and maintaining investor accounts with accordance to AML/KYC regulations.

Responsibilities:

  • onboarding of new clients/investors accounts: analysis of account and documentation, requesting relevant documentation and prepare risk profiles
  • conducting periodic reviews on existing clients/investors, perform AML/KYC checks and request missing documentation, escalate gaps/issues to management
  • remediation project

Requirements:

  • 3+ years of experience in Fund Administration (Registration or client onboarding)
  • strong understanding of AML/KYC regulation
  • Fluent in English
Corporate Officer

Our client, one of the world’s leading private investment firms, is currently looking for a Corporate Associate to join their growing legal & corporate team in Luxembourg.

You will be responsible for the day to day administration of the various holding companies domiciled in the office. You will work closely with a number of different internal Luxembourg team members on a day to day basis, liaise with external third party suppliers for the provision of documents signed by legal representatives of the companies.

Responsibilities:

  • Organise physical board meetings (attendees, board pack compilation, track attendance, proxies, etc.)
  • Draft basic documents pertaining to the approval of annual accounts and other internal agreements using previously created templates.
  • Process filings with the RCS and RBE where needed (filings of accounts, board changes, shareholders information changes, …)
  • Organize and update various share registers and cap tables in a timely and efficient manner
  • Carry out other reasonable tasks that may be required such as but not limited to:
  • Preparation of audit confirmations
  • Organising signature of documents
  • Scanning and filing incoming / outgoing correspondence (emails), including physical files organisation
  • Updating databases

Requirements:

  • Experience in administration, preferably in a financial or legal company, fund experience would be an additional advantage
  • Knowledge of legal and corporate law in Luxembourg required
  • Strong Microsoft office skills
  • Fluent in English and (strong) French, German or Luxembourgish would be an asset
  • Meticulous attention to detail with focus on high quality output
  • Ability to work under pressure, meet tight deadlines, be a self-starter, and work autonomously
  • Strong organisation and time management skills
  • Excellent verbal and written communication skills
  • Strong team player: eager to learn and work with others in a dynamic environment