Luxembourg · Substance

Will your Luxembourg company pass a substance check?

A Luxembourg company without real management in Luxembourg can lose its treaty rates, its 0% withholding under the EU directives, and its bank account. Tick what your company has today and see your score, your gaps and how to close them.

Free first call. We arrange directors, office and board meetings through licensed providers.

Substance at a glance
Checked byTax office, foreign tax offices, banks
DecidesTreaty rates, directive exemptions, tax residence
Core testReal decisions taken in Luxembourg
Director and officeArranged through licensed providers
Your checkFree, two minutes
Substance check

What is your substance score?

Choose what the company does, then tick what it has. The score and the list of gaps update as you go.

1. What does the company do?

2. What does it have today?

A self-check, not a legal opinion. Tax offices look at the whole picture, and the weight of each point depends on what the company does. We review your actual set-up on a call.

What is at stake

Weak substance costs you four things

Treaty rates

Foreign tax offices can refuse reduced withholding if the Luxembourg company is not the real beneficial owner (Principal Purpose Test).

0% under EU directives

Dividend and interest exemptions under the Parent-Subsidiary and Interest-Royalties Directives need a genuine EU company.

Tax residence

If the board really decides elsewhere, another country can treat the company as its own tax resident.

Your bank account

Banks ask who decides and where. A company with no answer is refused or closed.

By activity

How much substance does your company need?

The more the company does, the more people and office it needs. A pure holding needs far less than a financing or IP company.

Company doesWhat is expectedStaff needed
Holds shares (SOPARFI)Board majority in Luxembourg, meetings and minutes there, domiciliation, local accountsUsually not
Lends within the groupCircular LIR 56/1–56bis/1: qualified people, board majority in Luxembourg, key decisions there, equity that matches the riskYes, own or outsourced
Fund or deal SPVLuxembourg board or general partner, decisions in Luxembourg, administration by a licensed providerThrough providers
Owns IP, earns royaltiesIP regime needs own development work (nexus); people who control the IPYes
Trades or provides servicesReal office, staff and management in LuxembourgYes
Paper is not enough

A signature in Luxembourg is not a decision in Luxembourg

Tax offices and banks read the minutes, the emails and the travel records. If every decision arrives pre-signed from abroad, the Luxembourg board is decoration and the structure is exposed.

We set up the governance so that it works in practice: qualified resident directors who review and decide, meetings with real agendas, and records that show it.

What's included

Substance that stands up to a review

One adviser handles the directors, office, meetings and books. The fee is fixed before we start.

  • ✓

    Substance review

    Your current set-up checked against what the company does.

  • ✓

    Resident directors

    Qualified Luxembourg directors through licensed providers.

  • ✓

    Registered office

    Domiciliation with a licensed agent, or a dedicated desk.

  • ✓

    Board meetings

    Agendas, meetings in Luxembourg and proper minutes.

  • ✓

    Accounting and books

    Kept in Luxembourg by a local accountant.

  • ✓

    Tax residence certificate

    Requested from the Luxembourg tax office when you need it.

  • ✓

    Bank file

    Governance documents banks ask for at onboarding and review.

  • ✓

    Yearly check

    A short review each year as your group changes.

Is it right for you?

Who needs a substance review

A good fit if

  • ✓

    Your Luxembourg company receives dividends or interest from abroad

    That is where foreign tax offices check beneficial ownership.

  • ✓

    Your directors or owners live outside Luxembourg

    Decisions made abroad are the most common weak point.

  • ✓

    Your bank has asked governance questions

    Banks review substance at onboarding and every few years.

Probably not for you if

  • ✕

    The company is dormant

    Close it or use it; substance for an empty shell rarely pays.

  • ✕

    You want a nominee to sign what you send

    We do not provide sham directors, and it would not protect you.

  • ✕

    The business is really run elsewhere

    A company in that country may be the honest answer.

FAQ

Substance questions

Is there a legal minimum for substance in Luxembourg?+

There is no single checklist in law for a holding. Tax offices, foreign authorities and banks look at the overall picture: who decides, where, and with what means. For intra-group financing, Circular LIR 56/1–56bis/1 sets out specific expectations.

How many Luxembourg directors do I need?+

Most structures have a board where the majority lives in Luxembourg and is qualified for the role. The right number depends on the size and activity of the company.

Is a registered office with a domiciliation agent enough?+

For a pure holding it is a common starting point, together with a Luxembourg board and local accounts. Financing, IP and trading companies usually need their own office and people.

Can the owner be a director?+

Yes, but if the owner lives abroad the board should still meet and decide in Luxembourg, with a Luxembourg majority.

How quickly can you fix weak substance?+

Directors, domiciliation and the first board meeting are usually in place within a few weeks. We start with a review of your current set-up.