Setting up a Luxembourg holding from the US is not complicated, but it is sequenced. Model the US tax position first, then incorporate, then build the substance that makes it defensible. Register a shell in a hurry and you inherit problems that are expensive to fix. Done properly, a working holding is usually running within four to eight weeks.
Model the US side first
The most important step happens before any Luxembourg paperwork: working out how the US owner's tax rules treat the structure. Check-the-box, the US CFC rules (Subpart F and GILTI, renamed net CFC tested income from 2026) and the treaty's limitation-on-benefits clause all shape the design.
Some choices, like the check-the-box election, are far easier to get right at the start than to unwind later. If our notes on US companies in Luxembourg explain why, this one explains how.
From plan to operating company
Plan and model
Confirm Luxembourg fits, model the US position, choose the form (usually a SOPARFI) and agree the substance plan.
Prepare and KYC
Collect KYC on owners and directors, draft the articles, prepare powers of attorney, arrange the office and directors.
Incorporate
Notarial deed in Luxembourg, share capital, registration with the RCS, tax numbers.
Bank and operate
Open the bank account (often the longest step), put substance in place, move the subsidiaries under the holding.
Typical total: four to eight weeks from the first call to a working holding.
Documents and readiness check
Tick what you already have. The estimate updates, and you can send the list straight to us.
How ready are you?
Tick what you already have. We estimate your go-live and prepare the list for us.
Substance from day one
People and management
Local directors with real authority who actually take the decisions.
Office and presence
A real registered office and the administration the role needs.
Records and decisions
Board minutes, agreements and decisions documented at the time.
Money flows through it
Dividends, financing and decisions really pass through the holding.
Incorporation is the easy week. The value is in the order: US model first, substance always, registration in between.
Ongoing obligations
- Annual accounts. Approved and filed with the RCS each year.
- Tax returns. Corporate income, municipal business and net wealth tax.
- Board meetings in Luxembourg. With minutes that show real decisions.
- Substance kept current. Directors, office and records maintained as the group changes.
- US reporting. The owner's US filings and CFC position tracked every year.
US model, then company, then substance.
The bank is usually the slowest step.
Cheaper to build in than to fix under audit.
Accounts, returns, meetings and US reporting every year.