Shelf Company Luxembourg

SOPARFI, SPF, SCS, SCSp and General Partner in Luxembourg

A guide to the Luxembourg holding, family wealth and partnership structures, what each one is used for and how it is taxed.

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SOPARFISPFSCSSCSpGeneral Partner
Holding company

SOPARFI: the Luxembourg holding company

SOPARFI stands for société de participations financières. It is not a separate legal form: it is a Luxembourg capital company, usually an S.à r.l., an S.A. or an S.A.S., whose corporate object is to acquire, hold, manage and dispose of participations, and which is subject to ordinary corporate taxation with the benefit of the participation exemption.

What it is used for

A SOPARFI holds shares in subsidiaries in Luxembourg and abroad, receives dividends and capital gains, finances group companies through loans, and can hold intellectual property or real estate through subsidiaries. It is the classic intermediate holding company for international groups, investors and family businesses that want a stable, well-known jurisdiction.

Tax in short

Under conditions on the percentage held, the holding period and the nature of the subsidiary, dividends and capital gains from qualifying participations may be exempt from Luxembourg corporate income tax, and dividends paid to qualifying shareholders may be exempt from withholding tax. Luxembourg's network of double tax treaties and the EU Parent-Subsidiary Directive support cross-border structures. Substance, anti-abuse rules and transfer pricing of intra-group loans must be respected.

  • Legal forms: S.à r.l., S.A. or S.A.S.
  • Participation exemption and withholding tax exemption, under conditions
  • Suited to cross-border holding structures, joint ventures and group financing
  • Available as an existing company (acquisition) or as a new incorporation

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Family wealth

SPF: family wealth management company

The SPF, société de gestion de patrimoine familial, was created by the law of 11 May 2007 for the management of the private financial wealth of individuals and family structures. It may hold financial instruments (shares, bonds, funds) and cash, and it may not carry out a commercial activity.

What it is used for

Families use an SPF to centralise a securities portfolio, organise the management of family wealth through a single vehicle, and prepare the transmission of wealth between generations. The shareholders can be family members, and the partners or managers can include a foreign company, for example a UK limited company.

Tax in short

The SPF is exempt from corporate income tax, municipal business tax and net wealth tax. It pays an annual subscription tax of 0.25 percent of paid-up capital and share premium, with a minimum and a cap. Distributions are generally not subject to Luxembourg withholding tax. Because of this exemption, access to double tax treaties and EU directives is limited, and the shareholders are taxed in their own country of residence.

  • For private wealth only: no commercial activity
  • Financial assets and cash, no direct real estate
  • Exemption from corporate income tax and net wealth tax; annual subscription tax
  • Suited to succession planning and family office structuring

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Partnership

SCS: société en commandite simple

The SCS is a Luxembourg limited partnership with legal personality. It has at least one general partner, who is liable without limit for the partnership's debts, and one or more limited partners, whose liability is limited to their contribution and who do not act for the partnership towards third parties. It is governed by a partnership agreement and has no minimum capital.

What it is used for

The SCS is a flexible vehicle for joint ventures, private equity and real estate investment, the pooling of funds among partners, and holding structures where the partners want to set their own rules on profit sharing, governance and exit. It is also a vehicle for the exercise of corporate mandates and activities that do not require a business authorisation, depending on its corporate object.

Tax in short

The SCS is tax transparent for income tax purposes: the partners are taxed on their share of the profit. Municipal business tax may apply where the partnership carries out a commercial activity. The tax position of each partner depends on their country of residence.

  • General partner (unlimited liability) and limited partners
  • No minimum share capital; contractual freedom in the partnership agreement
  • Legal personality, registered with the Trade and Companies Register
  • Existing SCS available for acquisition

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Investment vehicle

SCSp: special limited partnership

The SCSp, société en commandite spéciale, is the Luxembourg equivalent of the English limited partnership. It has no legal personality of its own, is formed by private agreement without a notary, and is managed by a general partner while the limited partners remain passive.

What it is used for

The SCSp is widely used to pool funds from several investors around a project: private equity, venture capital, real estate, co-investment, club deals, and unregulated fund structures (including RAIF-type and family investment vehicles). Each project can have its own SCSp, or its own compartment, while the same general partner runs them all. Over the year to 30 June 2026, 1,432 SCSp were registered in Luxembourg (source: Luxembourg Trade and Companies Register).

Tax and regulation in short

The SCSp is tax transparent: no corporate income tax or net wealth tax at partnership level, and each partner is taxed in their own country of residence. It is open to all investor profiles, with no minimum net worth. The general partner registers with the CSSF only above the thresholds of the AIFM regime. Reporting is lighter than for a capital company.

  • Formed by private agreement: no notary at formation, amendment or winding-up
  • Tax transparent and open to all investor profiles
  • Unregulated below the AIFM thresholds
  • Ideal for investment clubs, sponsors and cross-border investors

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Manager

General Partner (GP): the manager of an SCS or SCSp

The general partner is the partner who manages and represents an SCS or an SCSp. It takes the investment decisions, signs on behalf of the partnership and deals with the investors, and it bears unlimited liability for the partnership's obligations.

Which company can act as general partner

Because of this unlimited liability, the general partner is usually a limited-liability company, such as an S.à r.l., an S.A. or an S.A.S., so that the liability stays within that company. It can be a Luxembourg company or a foreign one, for example a UK limited company. A single general partner can manage several partnerships or compartments.

Points to settle before launch

Where the general partner is managed and tax resident, its substance, its regulatory status (including the CSSF registration thresholds), and the tax position of the general partner and of each investor. The general partner can be an existing company acquired for the purpose or a newly incorporated one.

  • Manages and represents the SCS or SCSp
  • Unlimited liability, therefore usually a company
  • Luxembourg or foreign company, one GP for several partnerships
  • Substance and tax residence to be defined in advance

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