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A SOPARFI is a Luxembourg company that owns your subsidiaries. Qualifying dividends and gains on selling them are exempt from Luxembourg tax, and 88 tax treaties reduce the tax taken on the way in. We set it up remotely and build in the substance that keeps the exemption.
Free first consultation. Fixed quote within one business day.
Enter your stake and your yearly dividends. You will see whether the exemption applies and how much reaches the owners.
1. Your subsidiary
2. The money
An indication for one year under Articles 147 and 166 LIR, not tax advice. It ignores costs, recapture of earlier deductions, anti-abuse rules and the tax your home country may charge. We check your structure before you rely on it.
Most holdings lose their benefits because they exist only on paper. We build the parts that tax offices and banks check.
Structure review
We check your subsidiaries and owners before choosing Luxembourg or the Netherlands.
S.à r.l. or S.A. formation
Articles, notary, RCS registration and publication.
Exemption check per subsidiary
Stake, holding period and the 8% subject-to-tax test, checked one by one.
Share transfer
Moving your existing companies under the holding, with the documents it needs.
Tax registration
Corporate tax and, where needed, VAT registration.
Beneficial owner filing
Entry in the Luxembourg beneficial owner register (RBE).
Substance set-up
Resident director and board calendar, arranged through licensed providers.
Bank file
Prepared for a bank that understands holding companies.
Your companies pay dividends to the SOPARFI. Qualifying dividends are exempt there, and a qualifying corporate owner receives them without Luxembourg withholding tax. When you sell a company, the gain is exempt too.
Tax offices and banks check who takes decisions and where. A SOPARFI with a mailbox address and a foreign board loses its exemption and treaty rates, usually at the worst moment: a large dividend or a sale.
We arrange a resident director, board meetings in Luxembourg and proper minutes from the first day. It costs far less than defending the structure after an audit.
You own 10% or more of companies in several countries
The exemption covers dividends and exit gains from each of them.
You plan to sell a company in the next years
A qualifying exit gain is exempt at the holding.
Your investors expect Luxembourg
Banks, funds and co-investors know the SOPARFI well.
Your stakes are small or short-term
The Netherlands exempts from 5% with no holding period.
Your subsidiaries are in zero-tax countries
Below 8% tax, their dividends are not exempt.
You cannot run the holding from Luxembourg
Without local management the benefits fall away.
The companies, their countries and your stakes.
Luxembourg or the Netherlands, with a fixed price.
Notary, RCS and tax registration, then the share transfer.
Director, board meetings and filings keep the exemption.
It depends on the number of subsidiaries, the share transfer and the substance you need. We send a fixed quote after a short call, and it does not change once we start.
No. It is an ordinary company taxed at 23.87% in Luxembourg City. Qualifying dividends and exit gains are exempt, so a pure holding often pays little tax in practice.
A stake of at least 10%, or a cost of EUR 1.2 million for dividends and EUR 6 million for gains, held or committed for 12 months, in a company taxed at 8% or more.
The domestic rate is 15%. It falls to 0% for a qualifying corporate owner in the EU or a treaty country holding 10% for 12 months. Treaties may reduce it for others.
Corporate tax on non-exempt income, and a minimum net wealth tax from EUR 535 a year depending on the balance sheet, plus running costs.
Most holdings are an S.à r.l. with EUR 12,000 capital. An S.A. with EUR 30,000 suits a broad or changing shareholder base.