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.

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.

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.

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.

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.

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.

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).

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.

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.