Luxembourg · Investment SPV

A Luxembourg SPV for your next deal, ready before closing

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.

Deal SPV at a glance
Typical formS.à r.l., SCSp above it for co-investors
Share capitalFrom EUR 12,000
Set-up2–4 weeks from a complete file
Exit gainExempt at a qualifying SOPARFI
QuoteFixed, within one business day
SPV planner

Plan your deal vehicle in one minute

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.

    Why a Luxembourg SPV

    What a separate vehicle does for each deal

    One deal, one company

    Liabilities, financing and investors of each deal stay inside its own SPV.

    Sell shares, not assets

    You can exit by selling the SPV, often faster and cheaper than an asset sale.

    Exempt exit gains

    A gain on selling a qualifying subsidiary is exempt at a Luxembourg SOPARFI.

    A counterparty lenders know

    Banks and co-investors are used to Luxembourg S.à r.l. and SCSp documents.

    What's included

    From term sheet to closing day

    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.

    Is it right for you?

    A Luxembourg SPV fits some deals far better than others

    A good fit if

    • ✓

      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.

    Probably not for you if

    • ✕

      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.

    FAQ

    Investment SPV questions

    How fast can a Luxembourg SPV be ready?+

    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.

    S.à r.l. or SCSp?+

    An S.à r.l. holds the asset or the target. An SCSp above it gathers co-investors in a flexible, tax-transparent partnership.

    Is the gain on selling the SPV taxed?+

    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.

    Can we use a shelf company?+

    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.

    How much does it cost?+

    The fee depends on the structure and on the director and office you need. We send a fixed quote after a short call.