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One vehicle per acquisition, property or co-investment keeps each deal separate, gives lenders and co-investors a clean counterparty and lets you sell the shares instead of the asset. Plan your SPV below and see the latest date to start.
Free first consultation. Fixed quote within one business day.
Choose the deal and the investors to see the structure. Enter your closing date to see when we need to start.
1. What is the deal?
2. Who puts in the money?
3. Will there be bank financing?
4. When do you want to close?
A first orientation, not legal or tax advice. The final structure depends on the target country, the lenders and the investors, which we review before set-up.
Liabilities, financing and investors of each deal stay inside its own SPV.
You can exit by selling the SPV, often faster and cheaper than an asset sale.
A gain on selling a qualifying subsidiary is exempt at a Luxembourg SOPARFI.
Banks and co-investors are used to Luxembourg S.à r.l. and SCSp documents.
We work to your closing date and coordinate with your deal lawyers and lenders.
Structure for the deal
TopCo and BidCo, or a single SPV, chosen for the deal, lenders and investors.
S.à r.l. formation
Articles with the share classes and transfer rules the deal needs.
SCSp for co-investors
A partnership agreement for club deals and co-investment.
Signing readiness
Board resolutions, powers of attorney and signing formalities for closing day.
Tax and RBE registration
Corporate tax, VAT where needed and beneficial owner filing.
Bank file
Opened early so the account is ready for funds flow at closing.
Resident director
Board meetings in Luxembourg, through licensed providers.
Exit and wind-down
Share sale support, distributions and liquidation when the deal ends.
The target or assets are in several countries
One Luxembourg vehicle holds them under one set of documents.
You bring in co-investors or lenders
They expect a Luxembourg S.à r.l. or SCSp.
You plan to exit by selling shares
A qualifying exit gain can be exempt at a SOPARFI.
You buy one local business with your own money
A local company may be simpler and cheaper.
You close in less than two weeks
We need time for KYC and the notary; talk to us first.
Nobody can manage the SPV in Luxembourg
Without local management the tax benefits fall away.
Two to four weeks from a complete KYC file to registration. The bank account runs in parallel, so start as soon as you sign the term sheet.
An S.à r.l. holds the asset or the target. An SCSp above it gathers co-investors in a flexible, tax-transparent partnership.
A Luxembourg SOPARFI selling a qualifying subsidiary (10% or EUR 6m, held 12 months) pays no tax on the gain. Real estate gains are usually taxed where the property is.
We set up a new company for each deal, which is usually quicker than a clean-up of an old one and gives lenders a clear history.
The fee depends on the structure and on the director and office you need. We send a fixed quote after a short call.