Structuring · holding · SOPARFI · SPF · Luxembourg
Structuring a business means choosing a vehicle for a function.
A Luxembourg structure is not chosen for its tax reputation. It is chosen for what it must hold, who holds it, how it will be exited and where its decisions are taken. I ask those four questions before recommending a vehicle, then coordinate the set-up with the notary and the tax adviser.
✓Establishment authorisation 10077275, verify on the official register
Direct answer
A SOPARFI is an ordinary company whose purpose is to hold shareholdings, taxed normally and able to benefit from the article 166 L.I.R. exemption. An SPF, governed by the amended law of 11 May 2007, is reserved for the management of the private wealth of individuals. The choice depends on what is held and how an exit is planned.
Key facts
- SOPARFI
- Ordinary financial holding company, SARL or SA, exemption regime under conditions (article 166 L.I.R.)
- SPF
- Amended law of 11 May 2007, individuals, bounded activity, subscription tax of 0.25%, annual floor of EUR 1,000, ceiling of EUR 125,000
- Exemption of income
- Holding of at least 10% or acquisition price of at least EUR 1.2 million, held for twelve months, eligible subsidiary
- Exemption of capital gains
- Holding of at least 10% or acquisition price of at least EUR 6 million
- Substance
- Effective management and documented decisions in Luxembourg; ATAD 3 withdrawn in June 2025, domestic-law criteria unchanged
- Public reference
- Establishment authorisation No. 10077275, nine activities, verifiable on Guichet.lu
- Last verified
- 3 October 2026
Four questions before choosing a vehicle
- Who holds, and for what? An individual managing private wealth, an entrepreneur holding an operating company, a family group or a foreign investor do not have the same vehicle.
- What is held? Shareholdings, financial assets, property, an operating activity: each category constrains the choice, and some are prohibited in certain vehicles.
- How is it exited? Sale, family transfer, liquidation. The exit is planned at entry, because it determines taxation and access to exemptions.
- Where are decisions taken? Board meetings held in Luxembourg, documented resolutions, a manager who is actually present. Substance is proven by documents, not by an address.
Three typical situations
Most requested
01 · Shareholdings
Holding of shareholdings (SOPARFI)
Entrepreneurs and groups holding one or more operating companies.
- Choice of form (SARL or SA) according to the governance wanted
- Verification of article 166 L.I.R. conditions before set-up
- Registers, resolutions and substance followed over time
- Intragroup financing and covenant monitoring documented
Set-up feeThen a monitoring subscription, set in writing.
02 · Wealth
Family wealth (SPF)
Individuals managing private financial wealth.
- Verification of eligibility and prohibitions
- No commercial activity, no direct acquisition of property
- Quarterly declaration and payment of subscription tax
- Continuous monitoring of the authorised perimeter
Set-up feeThen annual monitoring, set in writing.
03 · Reorganisation
Reorganisation before a sale
Owners preparing a sale who want to make it readable.
- Separating property from operations
- Interposing a holding, grouping shareholdings
- Costing of scenarios and timetable with the tax adviser
- Update of registers, RBE and filings
Fee per scenarioSet in writing before work starts.
The risk specific to the SPF
Loss of status is a governance risk before it is a tax risk. The prohibitions (no commercial activity, no direct acquisition of property, no remunerated loan, no interference in the management of the companies held) are monitored continuously, not at creation.
What my authorisations cover, and what stays outside
Step
What is delivered
Basis
Management of the formation project
coveredChoice of vehicle, coordination with the notary, capital circuit, RCS, RBE, bank onboarding file.
Authorisation 10077275 / 3 · auxiliary commercial services
Accounting and filings of the structure
coveredBookkeeping, annual accounts in eCDF format, VAT, coordination of the tax return.
Authorisation 10077275 / 0 · accountant (comptable)
Corporate secretarial and substance
coveredRegisters, board meetings, resolutions, calendar, premises with auxiliary services and substance file.
Authorisations 10077275 / 3 and / 4
Manager of the structure
coveredGérant or administrateur mandate held in my own name, with conflict-of-interest review and engagement letter.
Authorisation 10077275, corporate mandates
Property held by the structure
coveredManagement, sale or letting mandate, project monitoring, depending on the activity concerned.
Authorisations 10077275 / 1, / 6, / 7
Drafting of deeds, legal opinion
outsideArticles, contributions, demergers, agreements: notary or lawyer registered at the bar.
Separate regulated professions
Formal tax opinion, domiciliation
outsideBinding tax opinion, domiciliation and judicial acts: tax adviser and partner law firm.
Outside the perimeter
What I do not accept
- Structures whose beneficial ownership cannot be documented to a normal anti-money-laundering standard.
- Vehicles whose only justification is the absence of tax, with no economic function or substance.
- Structures whose decisions are taken outside Luxembourg and from which only a signature is expected.
- Manager mandates in a company for which I receive a fee conditional on a transaction.
- Tax figures announced before the situation of the shareholder and of the structure has been examined.
Start with the NDA
Confidentiality agreement, corporate engagements and directorships
To be signed before any name, structure or counterparty is discussed. Readable online, or downloadable as a PDF to return signed.
Draft subject to legal validation. The NDA is a structured template, not legal advice. Its scope and wording must be validated by a Luxembourg legal professional before use.
Intents covered by this page
IntentStructure a company in LuxembourgChoice of vehicle by function and exit.IntentHolding and SOPARFIArticle 166 L.I.R. conditions, substance, financing.IntentSPF and family wealthPerimeter, prohibitions, subscription tax.IntentReorganisation before a saleSeparating property, interposing a holding.Sale page →
Authorisation certificates to download
Each certificate is the official document issued by the Ministry of the Economy, with its QR code. Scan the QR code with the GouvCheck app, which checks the authenticity and currency of the document.
The authorisation is personal and revocable. Public verification: official Guichet.lu register.
Evidence and verification
Every statement on this page that can be verified independently is listed below with its source. Items that cannot yet be verified are flagged and are not presented as facts.
Claim
Evidence
Source
Establishment authorisation 10077275
verifiableNine activities, issued by the Ministry of the Economy
Public register Guichet.lu
SPF regime
verifiableIndividuals, bounded activity, subscription tax 0.25%
Amended law of 11 May 2007
Thresholds of the participation exemption
verifiable10%, EUR 1.2 million (income), EUR 6 million (capital gains)
Article 166 L.I.R.
Withdrawal of ATAD 3
verifiableDirective withdrawn in June 2025
European Commission publications
This page follows the site's editorial policy: a statement is either sourced or flagged. Corrections follow the corrections policy. The content is general information, not legal or tax advice.
Frequently asked questions
What is the difference between a SOPARFI and an SPF?
A SOPARFI is an ordinary company with a shareholding purpose, taxed normally, which may benefit from participation exemption regimes. An SPF, governed by the amended law of 11 May 2007, is reserved for the management of the private wealth of individuals, with a strictly bounded activity and an annual subscription tax.
What are the conditions of the exemption of income from shareholdings?
A holding of at least 10% of the capital or an acquisition price of at least EUR 1.2 million, kept for at least twelve months, in an eligible subsidiary, under article 166 L.I.R. For the exemption of capital gains on a sale, the acquisition price threshold is EUR 6 million.
Can an SPF hold a property?
Not directly. An SPF cannot acquire property directly: property can be held only through capital companies. The prohibition is monitored continuously, because loss of status is a governance risk before it is a tax risk.
Has the withdrawal of ATAD 3 relaxed substance requirements?
No. The so-called ATAD 3 directive was withdrawn in June 2025, but substance is still assessed under domestic law and tax treaties. The place of effective management, meetings held in Luxembourg and documented decisions remain the criteria banks and administrations examine.
When should one structure before a sale?
Before approaching a buyer, not after. Interposing a holding, separating property from operations or grouping shareholdings changes taxation and how the file reads. A reorganisation too close to the sale can be challenged: the timetable is set with a tax adviser.
What do your authorisations cover in a structuring?
Management of the formation project and corporate secretarial fall under the auxiliary commercial services authorisation, accounting under the accountant authorisation, office substance under the shared workspace authorisation. Legal deeds are drafted by a notary or a lawyer, the tax opinion by a tax adviser.
Read next
Related pageSell your business in LuxembourgPreparation, buyers, closing.Read →Related pageLocal manager in LuxembourgResident manager for the structure.Read →ExpertiseCompany formation in LuxembourgVehicle, capital, authorisation, bank.Read the guide →ReferenceEstablishment authorisation 10077275The nine activities and the official register.See the authorisations →
Describe what you hold, and what you want to do with it.
One page on the shareholding, the assets and the exit horizon is enough for a first answer, under NDA.
Open a structuring discussion → Book a call