Which structures for your activity in Luxembourg?

Holding Companies (SOPARFI): One of the most widely used structures in Luxembourg, the so-called SOPARFI (Société de Participation Financière) is designed to hold equity participations and can also invest in financial assets, real estate, and other classes of investments. Thanks to Luxembourg’s extensive network of double tax treaties and EU directives, a SOPARFI benefits from efficient tax treatment, strong bilateral protection, and flexible structuring options. This makes it a highly effective vehicle for international asset holding, financing, and cross-border investment planning.

Special Limited Partnership (SCSp): Introduced by the law of July 12, 2013, the SCSp is a highly flexible Luxembourg structure often used for private equity, venture capital, real estate, and co-investment vehicles. It has no legal personality but operates through its partners under a partnership agreement (LPA), allowing great contractual freedom and confidentiality. The SCSp requires at least one General Partner (unlimited liability) and one Limited Partner (liability limited to contributions). There is no minimum capital, and contributions can be made in cash, in kind, or through services. Tax-wise, the SCSp is transparent: profits and losses are taxed at the partner level, with no corporate income tax or withholding tax at the partnership level. However, it cannot usually benefit from double tax treaties due to its transparency. Non-regulated SCSp entities enjoy simplified accounting and are exempt from statutory audits, making the SCSp an efficient, discreet, and adaptable vehicle for international investment structuring.

Family Wealth Management Company (SPF): A Luxembourg vehicle specifically designed for the management of private wealth, the Société de Gestion de Patrimoine Familial (SPF) serves as a pure holding structure restricted to owning, managing, and disposing of financial assets. It cannot carry out commercial activities or hold shares in transparent entities owning real estate. The SPF is available in corporate forms such as an SA, SARL, or SCA, and is reserved for private individuals or entities acting solely in their interest. It benefits from a light regulatory regime, exemption from business license requirements. Its accounting obligations follow a simplified reporting format specific to SPF entities. The SPF is thus a flexible and tax-efficient vehicle for wealth preservation (0.25% of the suscribed capital and share premium up to a maximum of EUR 125,000), succession planning, and asset protection.

Securitisation Vehicles (SV): Luxembourg is a leading hub for securitisation, offering a flexible legal and tax framework under the Securitisation Law of 2004. These vehicles can be structured as companies (SA, SARL, SCA, etc.) or as funds without legal personality, and may include separate compartments for different transactions. They can securitise any type of asset, from loans and receivables to intellectual property or real estate. SVs are generally required to operate passively, though non-publicly financed ones may be actively managed. They benefit from fiscal neutrality, with taxable income largely offset by deductible investor payments, and are exempt from withholding tax, net wealth tax, and

 stamp duties. Management services are usually VAT-exempt, and corporate-form SVs can access Luxembourg’s double tax treaties, making them efficient, secure, and internationally recognised investment vehicles.

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