Thomas Badri
Thomas Badri
New tax regime for carried interest in Luxembourg
September 5, 2025
Carried interest in Luxembourg rules are set to change following the government’s presentation of draft law n°8590 on 24 July 2025. Carried interest is the share of profits that an Alternative Investment Fund (AIF) allocates to its managers once a hurdle rate has been exceeded. The proposed regime aims to modernise tax treatment, strengthen legal certainty, and enhance Luxembourg’s attractiveness for international fund managers and investors.
Key changes to carried interest in Luxembourg: Draft law n°8590
The new regime would broaden the scope of beneficiaries. It would no longer be restricted to employees of management companies or AIF managers, but would also extend to individuals providing services to fund managers, including employees of external providers, independent directors, and non-employee partners.
Two types of carried interest are defined under the draft law. Contractual carried interest, based solely on contractual rights, would be classified as speculative gain and taxed at 25% of the progressive rate, resulting in an effective marginal rate of about 11.45%. Participation-linked carried interest, connected to a direct or indirect stake in the fund, would also be classified as speculative gain but could qualify for a full exemption if the participation is below 10% and held for more than six months. The exemption would cover both capital gains and distributed income, including through transparent structures.
Other important changes include making the preferential regime permanent, removing the rule that investors must first recover contributed capital before carried interest distributions, and allowing deal-by-deal structures. Beneficiaries of the current framework would automatically transition to the new regime. If adopted, the new system would take effect on 1 January 2026.
Why this matters for the fund industry
The reform is significant for Luxembourg’s alternative investment funds sector. It would provide greater clarity for managers and service providers, reduce the effective tax burden, and bring Luxembourg closer in line with international market practices. The reform also signals Luxembourg’s determination to remain a leading European hub for alternative investment funds in a competitive global environment.
Next steps
The draft law is currently under parliamentary review. If passed, it will apply from 2026 and is expected to provide a clearer, more attractive framework for carried interest. For further analysis of draft law n°8590 and its implications, see Omnitrust.
