One deal, one SPV. The only question is where
A special purpose vehicle holds one investment, keeps its risk away from everything else and gives lenders, co-investors and buyers one clean company to deal with. In Europe the two workhorses are the Luxembourg S.à r.l. and the Dutch B.V. We set up both, so we pick the one your deal needs.
Free 30-minute call. Fixed quote within one business day.
Three jobs a deal company does
The risk stays in the box
Debt, claims and liabilities of the deal sit in the SPV, not in the fund, the group or the other deals.
Clean to finance
Lenders take security over one company and its shares. Co-investors see exactly what they own.
Clean to exit
The buyer takes over the SPV, not a list of assets. With the right country the gain is exempt at the SPV.
Luxembourg or the Netherlands for this deal?
Five questions. You get the country, the vehicle and the reasons, and can send it to us as a brief.
A rough guide, not tax advice. The details of the deal decide.
1. What does the SPV hold?
2. Who puts in the money?
3. What stake will the SPV hold?
4. Could you sell within 12 months?
5. Anything else that matters?
Where each SPV wins
Luxembourg SPV
When investors pool money
- Deals held under a fund, SCSp or RAIF
- Several co-investors, often from the US
- Loans and receivables under the 2004 securitisation law
- Lenders and LPs who know the structure by heart
Dutch SPV
When a group does a deal
- A company, JV or add-on held by one group
- Stakes from 5%, no minimum holding period
- Lean B.V. from EUR 0.01, no net wealth tax
- About 100 tax treaties
Luxembourg and Dutch SPVs in ten rows
Rules in force for 2026. Every 0% depends on conditions. Ireland (Section 110 companies for loans) and Belgium are also used; we work in Luxembourg and the Netherlands and coordinate with local advisers elsewhere.
Four shapes an SPV can take
Most deals need a plain company. The other three appear when investors, loans or a fund structure come in.
S.à r.l. or B.V.
The default. Limited liability, own tax residence, access to treaties and the EU directives.
SCSp or Dutch CV
Tax-transparent investor layer. The Dutch CV is transparent by default from 2025.
Luxembourg 2004 law
Holds loans, receivables or other risks and issues notes to investors, with legal ring-fencing per compartment.
Dutch FGR
A fund without legal personality, set up by contract; transparency depends on the terms.
Six deals, six SPVs
The usual home for each, before the details of your case.
Holds the target, takes the acquisition debt, sells the shares on exit.
Either; LU under a fundOne building or portfolio per SPV, financed and sold separately.
LU for investor clubsBuys loans or receivables and funds them with notes.
LuxembourgA neutral company both partners own, with a clean shareholders' agreement.
Often NLLets LPs invest next to the fund in one deal.
LuxembourgLong-life assets, project finance, several lenders.
EitherAn SPV is small. It still has to be real
Tax offices look through SPVs that exist only on paper. Under the principal purpose test and the beneficial ownership rules, four things keep the exemptions and treaty rates.
Local decisions
Directors who meet in the country, take the decisions and minute them.
A real address
A registered office and books kept locally, not a letterbox.
Money that moves through it
Dividends, interest and sale proceeds really pass through the SPV.
A reason beyond tax
A documented business reason: the deal, the lenders, the investors.
Luxembourg or the Netherlands: which is cheaper?+
A Dutch B.V. is usually leaner to set up and run: lower capital and no net wealth tax. Luxembourg earns its cost when investors pool money or a fund sits above the SPV. You get a fixed quote for either after a free call.
How long does it take to set up an SPV?+
A Dutch B.V. takes one to three weeks, a Luxembourg S.à r.l. two to four. Opening the bank account is usually the slowest step, so start about four weeks before closing.
Can one SPV hold several deals?+
It can, but the point of an SPV is to keep each deal apart. Most sponsors use one SPV per deal, sometimes under a common holding.
Do US investors need anything special?+
Check-the-box classification and the limitation-on-benefits test in the US treaty. We model these with your US adviser before the SPV is set up.
Do you provide directors and an office?+
Yes. We arrange the registered office, local directors and bookkeeping in Luxembourg and the Netherlands, so the SPV has the substance it needs.
Plan the SPV in detail
Each country has its own planner with the latest date to start before closing.