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Corporate

Forming and structuring a holding company in Luxembourg

The firm structures your Luxembourg holding company, most often a SOPARFI: holding of participations, organisation of the upstreaming of dividends, group governance and preparation of the transmission, with particular attention to substance and compliance.

In short

A Luxembourg holding company, most often a SOPARFI, groups shareholdings in order to organise ownership, financing, dividend upstreaming and succession. The firm selects the vehicle, drafts the articles and governance, and documents the substance required in the face of anti-abuse rules.

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Maître Cora Maglo, Avocate à la CourResponsible for legal content: Maître Cora Maglo, Avocate à la Cour, Liste I du Barreau de Luxembourg depuis 2009. · Applicable law: Luxembourg

Holding company structuring lawyer in Luxembourg: key points at a glance

Fees, timeframes, documents and deliverables
ItemWhat to know
FeesStated fees. Consultation from 175 EUR excl. VAT; holding company structuring on a fixed fee from 1,500 EUR depending on the complexity of the group and the scope of substance. Everything is quoted before any engagement.
Indicative timingForming a holding company is comparable to forming a SARL or an SA; putting substance and governance in place is planned over time.
Documents required
  • Mapping of current and target participations
  • Ownership, financing and transmission objectives
  • Accounts and existing group structure
  • Available substance elements in Luxembourg
Deliverables
  • Structured holding company and articles of association drafted
  • Documented organisation of governance and flows
  • Substance and compliance recommendations

A well-designed holding company is a tool for ownership, financing and transmission: the choice of vehicle, the quality of the articles of association and the organisation of dividend upstreaming determine both the efficiency of the structure and its security against anti-abuse provisions.

Cerno Law Firm designs and structures your Luxembourg holding company, organises its governance and documents its substance, coordinating with your tax advisers where the matter requires it.

Holding company structuring lawyer in Luxembourg: when should you call on the firm?

You hold, or are about to hold, participations and wish to consolidate them under a Luxembourg holding company to organise ownership, financing and transmission.

A poorly structured holding company, or one lacking real substance, exposes the structure and its advantages to the first audit.

What happens if you do nothing?

An unsuitable vehicle, generic articles of association, poorly organised dividend upstreaming, insufficient substance, exposure under anti-abuse provisions (parent-subsidiary regime, abuse of law, ATAD I and II).

A shell holding company, without governance or real means in Luxembourg, weakens the ownership chain and the transmission it is meant to secure.

How does the firm step in?

Choice and formation of the vehicle (most often a SOPARFI), drafting of the articles of association and the governance, organisation of dividend upstreaming and preparation of the transmission, with a documented substance file.

Cerno is a law firm admitted to the Luxembourg Bar; its digital tools only simplify information gathering, qualification of the matter and tracking of requests, never replacing the lawyer's advice. The lawyer designs and validates the structuring, coordinating with your tax advisers where needed.

Practice areas

When to call on the firm

  • Consolidate participations under a Luxembourg holding company.
  • Organise dividend upstreaming and group financing.
  • Structure governance and intercompany flows.
  • Prepare the transmission of an estate or a group.

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A simple, transparent process supervised by a lawyer admitted to the Luxembourg Bar.

Today, most cases can be initiated entirely online. Our digital tools streamline administrative steps so the lawyer can focus on the legal analysis of your situation.

Step 1 of 5 · 3 to 5 minutes

Describe your need

Select your issue, answer a few simple questions and share your documents if needed.

What you get

  • Initial qualification of the case
  • List of useful documents
  • Secure transmission
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What reassures our clients

Confidentiality

Lawyer’s professional secrecy.

Speed

Start your case online 24/7.

Transparency

Fees communicated before engagement.

Expertise

Review by a lawyer of the Luxembourg Bar.

Simplicity

Under 5 minutes to open your case.

Stated fees

Consultation from 175 EUR excl. VAT; holding company structuring on a fixed fee from 1,500 EUR depending on the complexity of the group and the scope of substance. Everything is quoted before any engagement.

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FAQ

Frequently asked questions

Is a Luxembourg holding company necessarily a SOPARFI?

Most often, yes: the SOPARFI is an ordinary commercial company (SARL or SA) whose purpose is the holding of participations and which benefits from the parent-subsidiary regime. The firm guides you towards the vehicle suited to your project.

Why is substance essential?

Without real substance (registered office, governance, means and local decision-making), the advantages of the structure can be challenged, in particular under the anti-abuse rules in force (abuse of law, ATAD I and II). The firm documents the substance of your holding company.

Does a holding company facilitate transmission?

Yes: consolidating participations under a holding company makes it possible to organise governance, flows and transmission more clearly. The firm structures the arrangement to that end.

Is Cerno a holding company formation software?

No. Cerno is a law firm admitted to the Luxembourg Bar. The digital tools facilitate information gathering, but it is the lawyer who designs and validates the structuring of the holding company.

Member of

Affiliations & professional networks

  • Barreau de Luxembourg
  • European Immigration Lawyers Network (EILN)
  • Union des Avocats Européens (AEA)
  • Cross Border Advisory Solutions
  • Institut Luxembourgeois des Administrateurs (ILA)
  • Association Luxembourgeoise des Juristes de Droit Bancaire (ALJB)

Free guide · PDF

The practical guide to secure your next step

Checklists, key steps and points to watch, prepared by the firm. Get it instantly, no strings attached.

  • The key steps, explained simply
  • The documents to prepare
  • The common mistakes to avoid
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Written by Maître Cora Maglo, attorney at law.

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Founded in 2013; Maître Cora Maglo has been admitted to the Luxembourg Bar since 2009

2013
independent firm
2009
at the Bar since 2009
4,7/5
81 Google reviewsRead reviews

Expertise & authority

Ongoing review and analysis of Luxembourg and European case law

Avocate à la Cour, List I of the Luxembourg Bar since 2009

Trained at the London School of Economics, formerly at Clifford Chance and Bonn Steichen & Partners

Member of international networks: EILN, AEA, Cross Border Advisory Solutions

Every matter handled and approved by a lawyer admitted to the Bar

Support in French and English

They talk about us

The firm referenced and cited

Professional directories, business press and legal publications where Cerno Law Firm and Maître Cora Maglo are referenced.

  • Paperjam
  • Editus
  • AmCham Luxembourg
  • ICLG, Corporate Immigration
  • Lexology
  • Startup Luxembourg
  • Alumni Université de Strasbourg
  • DatoCapital
  • Lawzana
  • Sitipro
  • Opendi Luxembourg
  • Yellow.lu
  • Luxembourg.co
  • Legalist
  • Global Law Lists
  • Debitura

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Why contact us?

  • Response within 48 working hours
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  • Fees announced in advance
  • A single dedicated lawyer
  • Companies, investors and individuals

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