FAQ – Frequently Asked Questions

Actively managed certificates (AMCs) are structured financial products in which an investment manager actively manages the underlying assets. They enable dynamic investment strategies, for example in equities, cryptocurrencies or private debt, and are often implemented as compartments within a Luxembourg securitisation vehicle.

Although AMCs are legally structured as compartments, the term “AMC” has become established in market practice.

A Luxembourg securitisation vehicle (SV) is a legally independent structure established under the Luxembourg Securitisation Law of 2004. It is used to issue securities that are backed by real or financial assets.

The Luxembourg model is characterised by a high degree of regulatory flexibility, strong investor protection, tax efficiency and the ability to structure individual transactions within separate compartments.

Thanks to its technology-driven fintech platform and clearly defined processes, Super Global is able to deliver securitisation solutions efficiently while remaining fully bespoke. Depending on the complexity of the transaction, structuring can typically be completed within a few weeks, from legal set-up through to issuance.

An Irish securitisation typically refers to the use of a Section 110 company, which is a special purpose vehicle (SPV) incorporated under Irish company law and qualifying for tax purposes under Section 110 of the Irish Taxes Consolidation Act.

Such companies are commonly used in structured finance transactions to hold qualifying assets and to issue financial instruments to professional investors.

Irish securitisations are typically used for structured finance transactions, including:

• asset-backed notes and certificates
• private credit and alternative debt strategies
• portfolio and cash flow financing structures
• capital markets-oriented structures that sit outside traditional fund frameworks

Due to their flexible structure, Irish securitisations enable tailored financing solutions for institutional investors and complex capital markets strategies.

Within an Irish securitisation, so-called “qualifying assets” may be held. These typically include:

• loans and receivables
• financial instruments and securities
• contract-based cash flow assets
• leasing structures and receivables financing
• derivatives and structured claims
• other legally defined assets with clearly identifiable payment streams

The statutory framework under Section 110 is deliberately broad, allowing a high degree of flexibility in the selection and management of eligible assets.

Yes. Within an Irish securitisation, real assets are generally held and structured indirectly, typically via:

• financing instruments
• receivables
• debt claims
• cash flow-based contracts

In this context, the Irish securitisation does not necessarily hold the physical asset itself, but rather structures its economic returns or payment streams. This indirect structuring approach enables the efficient and flexible use of real assets within complex financing models.

In principle, yes. A wide range of assets can be structured, provided certain conditions are met:

• the assets are clearly defined and identifiable
• legally enforceable payment or return mechanisms exist
• tax and regulatory requirements are complied with

The specific structuring is always assessed on a case-by-case basis, depending on the nature of the assets, the transaction structure and the applicable legal framework.

No. A Section 110 company is not an investment fund within the meaning of the UCITS or AIF directives, but rather a structured special purpose vehicle (SPV) established under Irish law.

In contrast to regulated funds, a Section 110 company is characterised by the following features:

• no application of fund regulation (neither UCITS nor AIFMD)
• no automatic requirement to appoint an AIFM (Alternative Investment Fund Manager)
• issuance of debt instruments rather than the issuance of fund units
• a focus on structured payment streams derived from clearly defined assets

A Section 110 company is not regulated as an investment fund and therefore does not fall under the UCITS or AIFMD regimes. Nevertheless, it is subject to various legal and regulatory frameworks, in particular:

• Irish company law and tax law
• specific reporting obligations and substance requirements
• where applicable, capital markets regulations, for example in connection with securities issuances or stock exchange listings

There is no direct fund supervision. However, certain regulatory aspects may be indirectly captured or overseen by the Central Bank of Ireland, particularly in the context of structured capital markets transactions.

Ireland is one of the leading jurisdictions for structured finance transactions and the establishment of special purpose vehicles (Section 110 companies). The jurisdiction stands out due to:

• a well-established and internationally recognised legal framework in an English-speaking environment
• a high level of legal certainty for complex financial transactions and securitisations
• tax-efficient and transparent structuring conditions
• a strong ecosystem of service providers, including specialised law firms, tax advisers and corporate service providers
• broad acceptance among international institutional investors

These factors make Ireland a preferred jurisdiction for structured products, private credit strategies, asset-based financing and capital markets structures.

Investor protection primarily arises from the structural and contractual design rather than from fund regulatory requirements. Key protection mechanisms include:

• clearly segregated special purpose vehicles (SPVs)
• contractually defined payment flows and priority structures, for example in the event of defaults
• legal segregation of assets from the originator or sponsor
• the involvement of independent trustees, administrators and other service providers

These elements provide investors with transparent, legally robust structures offering a high degree of control and protection, particularly in the context of complex structured financing transactions.

The duration of the structuring process depends on the complexity of the transaction and the selected structural elements. As a general rule:

• straightforward set-ups can be implemented at short notice, typically within a few weeks
• more complex structures or capital markets-oriented transactions generally require several weeks

Compared with regulated fund structures, the implementation of an Irish securitisation is often significantly faster and more efficient, making it particularly attractive for structured financing solutions and bespoke capital markets models.

Securitisation is specifically designed for non-public, professional investor groups. Typical target investors include:

• institutional investors, for example pension schemes and insurance companies
• professional investors within the meaning of the MiFID directive
• family offices with complex investment structures
• asset managers, investment funds and other financial institutions

The Section 110 structure is particularly suitable for investors seeking access to structured financing solutions, securitised assets or bespoke capital markets products outside the scope of traditional fund regulation.

Luxembourg compartments and Section 110 companies in Ireland are both commonly used vehicles for structured finance transactions. However, they differ significantly in their legal form, tax treatment and operational structure.

1. Legal form

• Luxembourg: a compartment is not a separate legal entity, but a segregated part of a Luxembourg company.
• Ireland: a Section 110 structure is based on a separate Irish corporate entity in the form of a special purpose vehicle (SPV).

2. Asset segregation (ring-fencing)

• Luxembourg: statutory segregation of assets and liabilities applies at the level of each compartment.
• Ireland: strict segregation is achieved through the establishment of separate SPVs for each transaction.

3. Tax structuring

• Luxembourg: tax neutrality is typically achieved through deductible interest or profit participation payments at the company level.
• Ireland: near tax neutrality is achieved through the deduction of interest on structured instruments, such as profit participating notes (PPNs).

4. Structural and cost efficiency

• Luxembourg: higher efficiency for multi-issuance programmes, as multiple transactions can be implemented within a single company using individual compartments.
• Ireland: typically one SPV per transaction, which can lead to higher initial costs when executing multiple transactions.

5. Legal and market environment

• Luxembourg: a civil law system, often preferred for EU-centric structures.
• Ireland: a common law system, well established for international securitisations, particularly in UK and US market contexts.