ATRIUM LEGAL LAB LTD

The Experts for your Regulated
Financial Entity


  • Cryptocurrency
    Exchange
  • Estonia
    Cryptocurrency
    Exchange
  • 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

    Expected Timeframe

  • Isle of Man
    Cryptocurrency
    Exchange & Trade
  • Regulatory Oversight as a means of Attracting Business

    Designated Business Registration Policy IOMFSA Changes – 5th October 2018

    How long will an Application take?

  • Ireland
    Cryptocurrency
    Company
  • 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

    Passporting Rights

  • New Zealand
    Cryptocurrency Trade and
    Initial Coin Offering (ICO)
  • New Guidance on Cryptocurrencies and Initial Coin Offering (ICO)

    Exchanges, Wallets, Broking
    Registration and other Obligations

    Initial Coin Offering (ICO)

    ICO Regulation
    Types of Financial Product
    Tokens that are not Financial Products

    Other Obligations
    Fair Dealing and Initial Coin Offers

    FMA Services

  • Foreign Exchange(FX)
    Securities Dealer
    License
  • Seychelles
    Securities Dealers License,
    Forex
  • Seychelles Advantages

    Applying for a Securities Dealers License

    Capital Requirement

    Financial Dealers Licensing Amendments

    Transitional Provisions

  • Vanuatu
    Securities Dealers
    Forex
  • Vanuatu FX Regulation

    List of Securities Covered by
    The Dealer in Securities License

    Key Requirements
    Vanuatu Securities Brokerage Dealer License

    Why Vanuatu Forex License

    How Atrium Legal Lab Can Help You

  • Cyprus Brokerage Services
    Forex Trading License
  • Cyprus Investment Firm (CIF)
    Why Cyprus?

    Cyprus Strategic Advantages

    Cyprus Investment Firm (CIF) License
    Initial Capital Requirements

    Conditions for the Granting of a License

  • E-Money
    Payment Services
    Institutions (EMI - PSP)
  • Mauritius Investment Dealer &
    Broker License
  • Mauritius Investment Dealer & Broker License

    Investment Dealer Categories
    Under the Security Act

    Application and Requirements

    Mauritius Investment Dealer & Broker License
    Advantages

  • New Zealand
    Financial Services Providers
    FSP
  • 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

  • Georgia
    International Financial Company
  • Benefits of Republic of Georgia -

    Setting up an International Finance
    Company in Georgia

    License Application
    Documents, Requirements and
    Expected Timeframe

  • Financial Holding &
    Private Asset
    Management
  • BVI Hedge Funds
  • Funds in the British Virgin Islands
    Fund Structuring

    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)
  • Luxembourg Private Asset Management Company (SPF) - The Concept

    Permitted and Prohibited Activities of a Luxembourg SPF

    Luxembourg SPF
    Capital Requirement and Supervision

    Luxembourg Private Asset Management (SPF)
    Advantages

  • Luxembourg
    Holding & Finance Company
    SOPARFI
  • Luxembourg SOPARFI (Société de Participations Financières) - The Concept

    Why Luxembourg?

    Luxembourg Holding (SOPARFI)
    Advantages

Luxembourg
Luxembourg SOPARFI Holding & Finance Company
A Luxembourg SOPARFI is a Non-Regulated trading company
A Soparfi is a fully taxable ordinary commercial company
Its corporate purpose is limited to the
Holding of Participations and related activities
A Soparfi has full treaty access and
Benefits from all EU directives
The key benefits of a Soparfi are
The participation exemption on Dividends
Capital Gains and Wealth Tax
Luxembourg SOPARFI (Société de Participations Financiéres)
The Concept

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.

Legal Form

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).

Formation

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.

Why Luxembourg?

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).

Luxembourg Holding (SOPARFI)
Advantages
Benefits of a holding company

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.

Atrium Practice

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.

Should you have an enquiry
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

Send us your message Now!
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Atrium Legal Lab Ltd does not offer legal or tax advice without consultation with certified professionals with related appropriate skill and expertise.

The information contained in this website is for general guidance on matters of interest only and should not be considered as guidance for financial or tax decisions, or a substitute for specific professional consultation.

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