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
  • 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

  • Mauritius
    Investment Dealer
    Broker License 
  • Business activities

    Capital requirements

    Application requirements

    Information and Documents required

  • 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

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

    Mauritius Investment Dealer
    Licenses available

  • 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

  • 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
Private Asset Management Company (SPF)
Family Wealth Management (SPF)
The SPF is designed as an Investment Company for
Purchasing, Holding, Managing and
Selling of any kind of Financial Assets
(Excluding commercial activities)
Luxembourg Private Asset Management Company (SPF)
The Concept

The SPF was created by Luxembourg law issued on 11th May 2007 to allow the registration of an investment corporate vehicle dedicated to the management of the estate of private individuals.

Purpose of an SPF is: purchasing, holding, managing, and selling of any kind of financial assets, albeit excluding commercial activities.

The SPF is designed as an investment-company targeted to individuals in so far as acting under the management of their private assets.

The term "family property" shall be heard exclusively in the sense of "private assets of individuals” and does not imply or require any family relationship between shareholders of a SPF.

The minimum capital of a SPF is based on the legal form chosen, that must mandatory be in the form of a corporation.

The SPF is a wealth-management corporate-vehicle simple, flexible and consistent with the EU regulatory requirements. It can be used for instance, both for management of assets for a club of investors, or to acquire shares of a company by its own directors or employees.

Legal Form

The SPF is formed as a corporation. In practice, the SPF is formed in the form of the Public Limited Company (PLC., Corp./SA) or that of the Limited Liability Company (LLC., Ltd./SARL).

The company name must contain the abbreviation "SPF";
Bearer shares may be issued;
It is required that the articles of association expressly state that the company is subject to the provisions of Luxembourg's law on Private Asset Management Companies.

Permitted Activities of a Luxembourg SPF

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.

Under the condition that the following are granted gratuitously, the company may grant guarantees, collateral and loans to affiliated companies;

Advance payments of dividends are permitted;

The unlimited taking out of loans from shareholders or third parties as well as the issuing of securities is permitted.

Prohibited Activities of a Luxembourg SPF

Any type of commercial activity/trading activity;
The direct ownership of real estate;
The holding of patents or rights;
Management activities or financial services to third parties or affiliated companies;
The receipt of more than 5% of the total dividend revenues from companies liable to taxation at a rate below 11%;
The listing of the SPF shares or the offering thereof to the public.

Notwithstanding this, the company may have financial interests in other structures which carry on the afore-mentioned prohibited activities.

Luxembourg SPF Capital Requirement and Supervision
Capital Requirement

Upon incorporation, the SA must have a minimum capital of EUR 31,000 where 7,250 need to be fully paid up the SARL must have a minimum capital of EUR 12,500 where 100% must be fully paid up SPFs are obliged to create a legal reserve which is equal to 5% of the profit until the legal reserve reaches 10% of the share capital.

Supervision

The SPF is not subject to any type of financial-market oversight. The so-called “Administration de l’Enregistrement et des Domaines" (Administration for Domain Registration) – not the tax administration in Luxembourg - has jurisdiction over such companies;
The domicile agent must submit a report once annually to verify that the company’s activity remains within the legal framework;

The SPF is protected by the Luxembourgian bank-confidentiality regulations.

Luxembourg Private Asset Management (SPF)
Advantages
Tax Advantages

A one-off registration tax of 75 EUR which is payable at the formation of a SPF and when the articles of association are amended;
Subscription tax of 0.25% annually on the deposited capital (+ issuing bonuses);
No DBA authorisation;
No VAT registration;
Complete exemption from corporate income tax, excise tax and assets tax;
No withholding tax on interest payments (restrictions apply to individuals);
No withholding tax on dividend payments (non-residents);

No taxation of capital profit arising from the sale of SPF shares (non-residents); No taxation of liquidation revenues from the SPF (non-residents).

Further Advantages

The Private Asset Management Company (SPF) in Luxembourg is an attractive vehicle for managing the private assets of wealthy

natural persons. This is particularly so due to its special tax status as well as its wide spectrum of application.

A SPF in Luxembourg does not require an official license prior to commencing its activities. Moreover, the shareholders of a SPF benefit from the liability of it as a legal person as well as from its ability to issue bearer and registered shares.

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 SPF, to get engaged in Purchasing, Holding, Managing and Selling of any kind of Financial Assets.

In particular, we welcome questions about Luxembourg Private Asset Management Company (SPF) 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

Legal disclaimer

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 Ltd and shall be applied with prior consultation.

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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