Luxembourg: The Luxembourg SPF: A Private Wealth Management Company Of Choice

Last Updated: 2 October 2018
Article by Eva Gyori-Toursel

The Luxembourg private wealth management company (hereafter: SPF – société de gestion de patrimoine familial), governed by the Law of 11 May 2007, is a private wealth management vehicle which enables individuals to structure their estate in a simple, flexible, unregulated and tax-efficient manner and for numerous purposes, thereby appealing to various types of investors. Ultimately, with Luxembourg being a highly developed centre of legal and financial services, private individuals wishing to structure their assets' holding and financing benefit from a one-stop-shop meeting all their expectations.

Main characteristics and benefits of the SPF

  • Private character and design – certainty regarding co-investor(s) and targeted approach to risk allocation
  • Separate legal personality - limited liability
  • Advantages of a holding company instead of a direct placement of capital for private individuals
  • Flexibility in investment structuring
  • Simplified and attractive taxation
  • Simplified incorporation – low procedural and initial share capital requirements

Private character & design

Eligible investors are either:

  1. private individuals managing their own private wealth; or
  2. private wealth management entities acting exclusively for the estate of one or more individuals, which may be resident and non-resident entities, such as foundations, trusts or stichtings. The eligibility of those entities is interpreted in a wide sense, with their sole purpose required to be the management of assets of one or more physical persons; or
  3. intermediaries (including fiduciaries) acting on behalf of the persons listed under (i) and (ii) above.

Although its name might imply that it is limited to families and their members, the SPF only serves to denominate investors' access to private individuals, and there is in fact no family tie required.

Moreover, the SPF is an ideal vehicle for both investment clubs and/or beginner and non-professional investors who wish to test the functioning of their relationships with potential co-investors. A great deal of discretion and anonymity can also be achieved if the SPF is structured properly.

Finally, shares of an SPF may not be listed on a stock exchange, or be subject to public placement.

Separate legal personality - limited liability

The SPF's legal personality, by being separate from that of its investors, limits their liability to their respective contributions, and consequently greatly improves their position regarding liability towards third parties, especially in the case of borrowing operations as a means of estate planning.

Flexible investment structuring

The SPF itself represents a passive investment vehicle conceived for family asset and succession planning, matrimonial property management and similar purposes. Its permitted activities are therefore limited to the acquisition, holding and sale of financial assets, as defined by the Law of 5 August 2005 on financial collateral arrangements (equities, transferable securities and other debt instruments, structured investments, shares, options, derivatives etc.), cash and other assets kept in an account with professional financial service providers.

Due to its particular status:

  • the SPF is not allowed to render services, including the granting of interest-bearing loans; it may however make cash advances or guarantee the liabilities of an entity in which it holds a participation, but only in an incidental manner and free of charge;
  • the SPF may not be involved in the management of the entities in which it holds a participation, even if the proportion of capital held by the SPF would form a majority and provide it with certain management rights. The related voting rights may be exercised, as long as this does not interfere with the above. Those limitations are, however, not applicable to shareholders or other investors in an SPF, who can freely participate in the aforementioned operations;
  • any type of commercial activity is prohibited (but the entities in which the SPF holds participations may freely perform commercial activities, subject to their own corporate purpose);
  • the direct holding of real estate or intellectual property is not permitted (but their indirect detention through other fiscally opaque entities is);
  • the SPF may also not enter into life insurance contracts.

The law does not impose any direct limitation to financing and indebtedness, and the SPF financing may be performed through borrowing operations, whether from credit institutions, its shareholders or other investors. Contributions in cash or in kind are permitted, in euros or not.

Simplified taxation

Considered as a particular extension of an individual's private property and not being involved in commercial activities, an SPF is a tax neutral company, exempt from corporate income tax, municipal business tax and net wealth tax. This benefit is explained by its strict instrumental nature regarding private asset management, and the intention to avoid double taxation of the same assets due to the change in ownership.

An annual subscription tax of 0,25%, capped to a yearly amount of EUR 125,000, applies to all SPFs. The tax base is calculated as a sum of the paid share capital and issue premium, and (if applicable) the part of the debt that exceeds eight times the aforementioned sum.

As a consequence of its fiscal neutrality, an SPF does not benefit from the provisions of Luxembourg's bilateral double tax treaty network or the EU Parent Subsidiary Directive (Directive 2015/121/EU). Therefore, even though dividends and to a certain extent, interest, paid by an SPF are not subject to a withholding tax, resident individuals  may, however, be taxed under income tax laws in Luxembourg, and non-residents might be taxed in their country. Capital gains in the case of share transfer and liquidation surpluses of non-residents will also not be taxed in Luxembourg.

Simplified incorporation – low procedural and initial share capital requirements

The SPF may be set up as a private limited company (société à responsabilité limitée - SARL), a public limited company (société anonyme - S.A.), a partnership limited by shares (société en commandite par actions - S.C.A.) or, finally, a cooperative company (société cooperative – S.C.) organised as a S.A. Requirements regarding incorporation, minimum share capital, representation, annual general meetings, annual accounts etc., according to the Law of 10 August 1915 on commercial companies, shall apply according to the specificities of the chosen corporate form, but with important structuring options in order to offer tailor-made vehicles to investors.

There is no specific authorisation or license for the SPF to be obtained before its inception or during its lifetime.

In order to fulfil its corporate purpose, the SPF may hire personnel, rent property and enter into contracts with various service providers, such as investment and financial advisers and financial institutions.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Authors
 
Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
 
Related Articles
 
Related Video
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
 
Email Address
Company Name
Password
Confirm Password
Position
Mondaq Topics -- Select your Interests
 Accounting
 Anti-trust
 Commercial
 Compliance
 Consumer
 Criminal
 Employment
 Energy
 Environment
 Family
 Finance
 Government
 Healthcare
 Immigration
 Insolvency
 Insurance
 International
 IP
 Law Performance
 Law Practice
 Litigation
 Media & IT
 Privacy
 Real Estate
 Strategy
 Tax
 Technology
 Transport
 Wealth Mgt
Regions
Africa
Asia
Asia Pacific
Australasia
Canada
Caribbean
Europe
European Union
Latin America
Middle East
U.K.
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions