In June 2022, the CSSF updated its FAQ relating to the investment companies in risk capital (“SICARs”). The updates are linked to the requirements regarding prudential reporting with which SICARs have to comply.
Monthly prudential reporting
The FAQ first clarify that the prudential reporting regarding SICARs should not only be made half-yearly or yearly but also on a monthly basis. Indeed, the monthly financial information relating to SICARs shall be drawn up (if applicable, separately for each sub-fund) in accordance with table U 1.1 as defined in Circular CSSF 15/627. This reporting obligation starts from the authorisation date of the SICAR (or the sub-fund) even if the SICAR (or the sub-fund) has not been launched (meaning no subscription has been made).
The information to be submitted is detailed in the document “Guidelines on the U1.1 reporting” and should be sent via the transmission channels in XML format.
Starting point of the half-yearly financial information
The FAQ further clarify the starting point regarding the half-yearly financial information by informing that it should start from the date of the first subscriptions of the SICAR (or the sub-fund). A reporting is not required in the event that only subscription commitments have been received.
Modification of an audit opinion
Pursuant to section 2.2 of Circular CSSF 21/790 and for the financial years closing on or after 30 June 2022, for every audit report drawn up by the réviseur d’entreprises agréé that includes a modified audit opinion at the level of one or more sub-funds of the SICAR and/or of the SICAR as a whole, the SICAR’s dirigeants must send a letter to the CSSF. This letter should be sent without having been expressly required by the CSSF and should contain the reasons for the modified audit opinion, its impact on the SICAR and its investors as well as the corrective measures, including the timeline for their implementation, taken by the dirigeants. This letter must be submitted to the CSSF within one month after the publication of the annual report. More details concerning the information to be transmitted to the CSSF and the arrangements for filing are given at the following link.
Pursuant to Circular CSSF 21/790, for the financial years closing on or after 30 June 2022, the form of management letter is made available to the réviseur d’entreprises agréé on the eDesk portal (https://edesk.apps.cssf.lu). Once finalised by the réviseur d’entreprises agréé, the SICAR’s dirigeants must submit the management letter to the CSSF via the eDesk portal.
In addition, Circular CSSF 21/790 introduced the obligation for SICARs to submit to the CSSF, via the eDesk portal, as from the financial years closing on or after 30 June 2022, a self-assessment questionnaire for each year or period in respect of which a statutory audit was carried out. The questionnaire must be transmitted to the CSSF within a maximum period of four months after the end of the financial year.
Circular CSSF 21/790 also requires the réviseur d’entreprises agréé of a SICAR to complete, for each year or period in respect of which a statutory audit was carried out, a separate report, the purpose of which is notably to ensure the reliability of the answers provided by the SICARs in the self-assessment questionnaire and to provide answers to a set of questions determined by the CSSF.
This requirement applies to SICARs as from the financial years closing on or after 30 June 2023. Once the separate report is completed and validated by the réviseur d’entreprises agréé, the SICAR must submit it to the CSSF within a maximum period of six months after the end of the financial year.