(Société de Participations Financières)
Set up your Holding & Finance Company
- Estonia Cryptocurrency
Exchange & ICO
- Isle of Man Cryptocurrency
Exchange & Trade
- New Zealand
Cryptocurrency Trade and
Initial Coin Offering (ICO)
One of the World’s Leading
- Cyprus Brokerage Services
Forex Trading License
- Labuan Money Broker License (Forex)
- Mauritius Investment Dealer
& Broker License
Securities Dealers License,
- Vanuatu Securities Dealers
Licenses - Forex
A Location for E-Money and Payment Institutions
Ireland EMI License
An EU Location for E-Money and Payment Institutions
Payment Intermediary Services
Online Payment Services Provider (PSP)
- New Zealand FSP
Financial Services Providers
One of the World’s Prime Location for
E-Money and Payment Institutions
- BVI Hedge Funds
- UK PFLP
Private Fund Limited Partnerships
- Luxembourg - Private Asset
Management Company (SPF)
- Luxembourg SOPARFI Holding &
Foreign Exchange (FX)
Institutions (EMI - PSP)
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
The information and materials contained in this website do not constitute an offer, invitation, solicitation, advice or recommendation to buy the products and services offered and rendered by Atrium Legal Lab and shall be applied with prior consultation.
Atrium Legal Lab 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.
Atrium Legal Lab is not a bank, nor does it provide banking services. Atrium Legal Lab offers international company formation, corporate administration services, and bank/broker introductory services and account opening assistance.
This website is only used for promotional marketing purposes of Atrium Legal Lab and is not intended to portray that this is the site of a bank. All prospective clients should consult a properly qualified tax professional in their own country to determine their own tax implications prior to embarking on any strategy described in this website. Since laws in each country are different, constantly change and can be subject to different interpretations by courts of law, any information herein regarding tax minimization needs to be verified by such competent counsel. While we have made every effort to ensure that the information contained in this website is accurate and correct due to constant changes in laws, rules and regulations Atrium Legal Lab Ltd accepts no liability for any loss or damage arising directly or indirectly from action taken or not taken relying on the information contained in this website. In particular no warranty is given as to the completeness, accuracy, reliability of such information and as to whether it is at all times up to date.
Atrium Legal Lab accepts no liability for any loss or damage direct or indirectly arising from the application of any information contained in this website, including any loss, damage or expenses arising from, but not limited to, any defect, error, mistake, inaccuracy, reliability of this website, its contents or related services, or due to any unavailability of this Site or any part thereof of any contents or related services.
Due to our internal policies to prevent fraudulent activities or violations of our internal AML policies we are regretting that we do not provide consultations, email support, on-boarding activities and customer care to all OECD black listed countries and their citizens / entities.