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.
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.
Let’s talk about your matter
Describe your situation: you receive an initial analysis and a transparent quote, with no obligation. One dedicated lawyer, from start to finish.