SOPARFI, SPF, SCS, SCSp: which Luxembourg structure for your project?
A clear comparison of the Luxembourg vehicles, and the question to ask before choosing one.
Request informationStart from the use, not from the form
Luxembourg offers several vehicles. The right one depends on what you want to do with it: hold participations, manage family wealth, pool funds from several investors or carry out a commercial activity. Choose the use first, then the form.
SOPARFI
The SOPARFI (société de participations financières) is a holding company, usually an S.à r.l. or an S.A. It holds shares in subsidiaries and other participations. Under conditions, dividends and gains from qualifying participations can benefit from the participation exemption regime, which generally requires a minimum holding and a minimum holding period.
SPF
The SPF (société de gestion de patrimoine familial) is reserved for managing the private financial wealth of natural persons or family structures. It cannot carry out a commercial activity. It has its own tax regime, which includes an annual subscription tax.
SCS and SCSp
The SCS (société en commandite simple) is a partnership with legal personality. The SCSp (société en commandite spéciale) is a more flexible partnership without legal personality, widely used to pool funds from several investors. Both have at least one general partner with unlimited liability and one or more limited partners. Both can be set up by private deed, and they are generally tax transparent for income tax purposes, which is the reason for their use in pooling arrangements.
The general partner
The general partner manages the partnership and is liable without limit. To cap that exposure, the general partner is very often a limited liability company, itself set up in Luxembourg or abroad. The choice of the general partner is therefore part of the design of the structure.
Overview
| Typical use | Legal personality | Key point | |
|---|---|---|---|
| SOPARFI | Holding of participations | Yes | Participation exemption under conditions |
| SPF | Private family wealth | Yes | No commercial activity, subscription tax |
| SCS | Partnership with investors | Yes | General partner with unlimited liability |
| SCSp | Pooling of funds | No | Flexible, tax transparent in general |
| General partner | Management of a partnership | Depends on the vehicle chosen | Often a limited liability company |
Where this site fits
We introduce you to independent professionals who design and set up these structures. We do not advise on the choice. See the structures page and the contact page.
Frequently asked questions
Can an SPF carry out a commercial activity?
No. It is reserved for managing private financial wealth.
Why is the general partner often a company?
To limit the personal exposure that comes with unlimited liability.
Are the tax rules the same for every structure?
No. Each vehicle has its own regime, and the details depend on the facts. They are assessed by the professionals appointed.
Can a structure be acquired instead of incorporated?
Yes, where a suitable existing company is available. See the comparison between acquisition and incorporation.
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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