ATRIUM LEGAL LAB LTD
The Experts for your Regulated
- Isle of Man
Exchange & Trade
- New Zealand
Cryptocurrency Trade and
Initial Coin Offering (ICO)
- Foreign Exchange(FX)
- Cyprus Brokerage Services
Forex Trading License
Securities Dealers License,
Institutions (EMI - PSP)
- Mauritius Investment Dealer &
- New Zealand
Financial Services Providers
- Financial Holding &
- BVI Hedge Funds
Private Asset Management
Holding & Finance Company
Estonia, a new European Crypto Market -
Starting a Crypto Currency Company in Estonia with Exchange and Wallet Service Provider License
Key points for Cryptocurrency Company structure
Regulatory Oversight as a means of Attracting Business
Designated Business Registration Policy IOMFSA Changes – 5th October 2018
How long will an Application take?
Open a Cryptocurrency Company in Ireland
Why Register a Bitcoin Company in Ireland?
Cryptocurrency Regulation 2019 Taxation
Anti-Money Laundering Requirements
Ownership and Licensing Requirements
New Guidance on Cryptocurrencies and Initial Coin Offering (ICO)
Exchanges, Wallets, Broking
Registration and other Obligations
Initial Coin Offering (ICO)
Types of Financial Product
Tokens that are not Financial Products
Fair Dealing and Initial Coin Offers
Cyprus Investment Firm (CIF)
Cyprus Strategic Advantages
Cyprus Investment Firm (CIF) License
Initial Capital Requirements
Conditions for the Granting of a License
Information and Documents required
Applying for a Securities Dealers License
Financial Dealers Licensing Amendments
Vanuatu FX Regulation
List of Securities Covered by
The Dealer in Securities License
Vanuatu Securities Brokerage Dealer License
Why Vanuatu Forex License
How Atrium Legal Lab Can Help You
Mauritius Investment Dealer
Advantages to be Licensed in New Zealand
As a Financial Services Provider (FSP)
NZ FSP Registration
Who needs to be licensed?
New FMA Role
New Zealand FSP Registration
What you need to Obtain FSP Registration
NZ FSP Registration
Timeframe to Complete this process
Funds in the British Virgin Islands
British Virgin Islands
Registration of an Investment Fund
BVI Incubator and Approved Fund
BVI Hedge (Incubator) Funds
Limited Functionary Requirements
Luxembourg Private Asset Management Company (SPF) - The Concept
Permitted and Prohibited Activities of a Luxembourg SPF
Capital Requirement and Supervision
Luxembourg Private Asset Management (SPF)
Luxembourg SOPARFI (Société de Participations Financières) - The Concept
Luxembourg Holding (SOPARFI)
Luxembourg SOPARFI Holding & Finance Company
Its corporate purpose is limited to the
Holding of Participations and related activities
Benefits from all EU directives
The key benefits of a Soparfi are
The participation exemption on Dividends
Capital Gains and Wealth Tax
SOPARFI (SOciété de PARticipations FInanciéres) is the most common vehicle dedicated to holding and financing activities in Luxembourg. The company may also carry out other activities, provided they are provided for in the bylaws and a business license is obtained if required. Any undertaking or private person can be eligible as an investor.
A SOPARFI is a fully taxable unregulated company, not subject to any supervisory authority. It does not require authorisation unless quoted and/or commercial activities are carried out.
The SOPARFI can be constituted either as a “société anonyme” (public limited company- SA), a “société à responsabilité limitée” (private limited company- SARL) or a “société en commandite par action” (limited partnership by shares).
The activity is limited to the acquisition, holding, management and the realisation of investments in financial instruments in the broadest sense. This includes derivatives such as, for example, shares, investments; Funds; futures; bonds; options; precious metals as well as bank accounts.
Luxembourg is a very attractive jurisdiction for holding companies and many major multinational groups have indeed located a holding vehicle in Luxembourg (the commonly called Société de Participations Financières or SOPARFI). The competitive participation exemption regime (100 percent exemption) on dividends received and capital gains on shares is one of the main reasons why Luxembourg is so popular as a host country for holding companies
In order for a Luxembourg company to be entitled to the participation exemption for dividends received and for capital gains realized on shares, two sets of requirements must be met:
- The first set of requirements concerns the shareholding in the subsidiary, i.e. the participation held by the Luxembourg parent must be important (i.e. it may not be a portfolio investment). The Luxembourg holding company must own either a participation of 10 percent in the share capital of the subsidiary or, alternatively, a participation with an acquisition value of at least €1.2 million (this threshold is however higher for the capital gains exemption, i.e. € 6 million). This qualifying participation must be held for a period of one year.
- The second set of requirements pertains to a (relatively complex) subject-to-tax test imposed on the subsidiary. Under the Luxembourg participation exemption regime, a subsidiary will be deemed to pass this test if it is either:
(i) a qualifying Luxembourg resident entity fully subject to Luxembourg income tax or
(ii) an EU entity covered by article 2 of the Parent-Subsidiary Directive or
(iii) a capital company that is subject in its country of residence to an income tax which is “comparable” to the Luxembourg corporate income tax (i.e. a tax rate of at least 10.5 percent and a comparable tax base).
Received dividends and capital gains on disposal of shareholding are exempt from taxation under certain conditions;
Limited or no withholding tax on dividends paid to a company resident of a country that has a double tax treaty with Luxembourg, under certain conditions;
No withholding tax on dividends paid between the Luxembourg company and other EU resident companies, under certain conditions;
No withholding tax on the liquidation process of a holding company;
Possibility of offsetting financial charges such as capital losses on disposal of shareholdings, acquisition of shareholdings in respect of taxable activities and, under certain conditions, foreign tax credits against profits made from other activities subject of taxation;
Flexible thin capitalization rules and possibility of VAT registration;
No requirements on paying any subscription tax.
However, a holding company is still subject of the compulsory tax on companies in Luxembourg in the amount of 3,500 euros.
Our lawyers and financial services specialists at ATRIUM LEGAL LAB provide solutions to clients by combining the traditional legal fabric with new technologies.
Atrium Legal Lab has a team of trained professionals to advise clients interested to register a Luxembourg SOPARFI, to get engaged in holding of participations and related activities.
In particular, we welcome questions about Luxembourg “Société de Participations Financières” Registration and are pleased to assist you.
You would like to discuss with us
You can either call or email us.
One of our Customer Representatives will be most pleased to help and assist you
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