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.
Legal content reviewed by Maître Cora Maglo, Avocate à la Cour, Liste I du Barreau de Luxembourg depuis 2009.
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.
The need
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.
The risk
An unsuitable vehicle, generic articles of association, poorly organised dividend upstreaming, insufficient substance, exposure under anti-abuse provisions (parent-subsidiary regime, ATAD III directive).
A shell holding company, without governance or real means in Luxembourg, weakens the ownership chain and the transmission it is meant to secure.
The firm's involvement
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.
Method
Our engagement process
- 1
Information intake
You describe your need via a structured form or an initial call. Our digital tools serve only to organise this information and save time.
- 2
Lawyer qualification
Maître Maglo reviews your situation, identifies the legal issues and confirms the feasibility and exact scope of the engagement.
- 3
Transparent quote
You receive a clear fee proposal, a fixed fee or a range, before any engagement. Nothing is billed without your approval.
- 4
Legal work
The firm drafts, negotiates or litigates as required. Every deliverable is designed and approved by a lawyer admitted to the Luxembourg Bar.
- 5
Tracking and delivery
You follow your matter transparently and receive your finalised documents with the explanations you need.
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
Indicative timing
Forming a holding company is comparable to forming a SARL or an SA; putting substance and governance in place is planned over time.
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.
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 ATAD III directive. 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 & réseaux professionnels
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Choosing Cerno means choosing over 17 years of experience
- 2013
- independent firm
- 2009
- at the Bar since 2009
- 7
- working languages
- 100+
- companies & SOPARFI structured
- 200+
- visas & residence permits obtained
- 170
- client nationalities served
- 300+
- due diligence reviews conducted
Around twenty M&A transactions supported · one of the best visa approval rates in Luxembourg.
Since 2009, we devote our expertise to your satisfaction: more than 85% of our clients renew their trust in us.
Our work
Representative matters, anonymised
Typical examples of engagements handled by the firm, presented in an anonymised and illustrative manner. Each matter is handled and validated by a lawyer registered with the Luxembourg Bar.
A holding company and a residence permit, in a single process
Incorporation of a SOPARFI for a non-resident investor, combined with obtaining their residence permit. A single point of contact across both fronts.
Permit obtained in 6 weeksA similar matter? Companies & governanceFounders protected before the funding round
Structuring a shareholders’ agreement and governance for a young company with several founders, ahead of a funding round.
Shareholders’ agreement signed before the roundA similar matter? Debt recoveryA debt recovered across borders
Cross-border recovery of unpaid debts for an SME, through an order for payment and coordination with a foreign colleague.
Receivable recovered in full (100%)A similar matter? Employment lawAn executive defended before the Labour Tribunal
Supporting an executive in a contested dismissal, from strategy to representation at the hearing.
Case argued at the hearingA similar matter? ContractsA secured international distribution
Negotiating and securing an international framework distribution agreement, from liabilities through to the competent jurisdiction.
Competent jurisdiction securedA similar matter?Typical, anonymised examples, for illustration only. They do not prejudge the outcome of a matter, which depends on each situation.
Entrust my matter to the firmExpertise & 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 7 languages, clients of 170 nationalities
Testimonials
What our clients say
Had a consultation with Me Cora Maglo about my Luxembourg Blue Card application. She explained everything clearly: the process, timeline and documents I need, and helped me with my wife’s family reunification too. Honest and practical advice. I felt confident after talking to her.Farshid Pourlatifi
J’ai beaucoup apprécié le service de Maître Maglo : son sérieux, sa sympathie, son professionnalisme et sa disponibilité. Toujours répondu rapidement et clairement, avec des conseils pragmatiques, sans pousser à des procédures longues et coûteuses lorsqu’elles ne sont pas justifiées.Nathan Wirtzfeld
Super assistance and great support! Highly recommend. All my questions were answered, Cora and her team kept me updated all the time. I will definitely reach out to them next time for my residency.Tatiana
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