Existing SOPARFI or new holding company in Luxembourg
A Luxembourg shelf company can serve as a SOPARFI. Here is how an existing company compares with a new one.
Request informationWhat is a SOPARFI in Luxembourg?
A SOPARFI is a Luxembourg company, usually an S.à r.l. or an S.A., whose purpose is to hold participations in other companies. SOPARFI is not a separate legal form: it describes how an ordinary commercial company is used. It is the usual Luxembourg holding company. Its tax treatment depends on the facts of each case and on the conditions of the law, which the owner's tax adviser has to assess.
Can a shelf company in Luxembourg be used as a SOPARFI?
Yes, if its corporate object allows it to hold participations in other companies. Many Luxembourg shelf companies have a wide object that includes holding. The articles of association should be read before choosing, and if the object is too narrow it can be amended before a notary after the transfer.
Existing SOPARFI or new incorporation: comparison
| Point | New SOPARFI | Existing shelf company |
|---|---|---|
| Starting point | Incorporation deed before a notary | Transfer of the shares of an existing company |
| Corporate object | Written at incorporation | Read in the existing articles, amended if needed |
| Name | Chosen by the founders | Existing name, which can be changed by amendment |
| RCS registration | New registration | Already registered, update of shareholder and managers |
| Best fit | A structure designed from scratch | A standard holding company needed without a new incorporation |
What to read before choosing an existing SOPARFI
- The corporate object, which should include holding participations.
- The legal form, most often an S.à r.l. or an S.A.
- The registered office and who will provide it after the transfer.
- The managers who will act for the company after the transfer.
- The name of the company, and whether it should be kept.
Next steps
The differences between the SOPARFI, the SPF and the limited partnerships are explained in SOPARFI, SPF, SCS, SCSp and GP in Luxembourg. To compare the two routes in general, read shelf company in Luxembourg or new incorporation, and for the purchase itself how to buy a shelf company in Luxembourg. You can then describe your project through the contact form.
General information only. It is not legal, tax or accounting advice. This site introduces you to independent professionals and provides no such service.
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