Companies & entities
Setting up a SOPARFI in Luxembourg
A SOPARFI is an ordinary Luxembourg company (most often an SARL or an SA) whose activity consists of holding and financing participations. It benefits from the parent-subsidiary regime but must demonstrate genuine substance, in particular in light of the ATAD III directive. The firm structures the SOPARFI and secures its substance.
The SOPARFI (societe de participations financieres) is the classic vehicle for holding participations in Luxembourg. It is not a distinct corporate form: it is a commercial company whose corporate object is the management of participations.
The challenge lies not in incorporation but in substance and compliance: without sufficient substance, the benefits of the regime may be called into question. Cerno structures the SOPARFI and documents its substance.
The need
You hold, or are about to hold, participations and are looking for an efficient and compliant structure.
A holding company without genuine substance is increasingly exposed.
The risk
Reclassification, loss of the benefits of the parent-subsidiary regime, exposure under the ATAD III directive (shell companies).
Insufficient substance: the registered office, governance, resources and decision-making must be genuinely located in Luxembourg.
How we help
Structuring the SOPARFI, drafting the corporate documents and supporting governance, with particular attention paid to substance.
Assistance in assembling the ATAD III substance file.
Practice areas
When to call on the firm
- Hold participations in several companies.
- Finance a group through a Luxembourg holding company.
- Prepare a disposal or a reorganisation.
- Strengthen the substance of an existing holding company.
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 the participations held
- • Holding and financing objectives
- • Existing substance elements
Deliverables
- • Structured SOPARFI
- • Articles of association and governance
- • ATAD III substance recommendations
Indicative timing
Incorporation is comparable to that of an SARL or SA; building substance is planned over the longer term.
On a quote basis
Depending on the complexity of the structure and the scope of the substance work.
The SOPARFI and ATAD III substance
The ATAD III directive targets conduit companies that lack substance. A SOPARFI must therefore have genuine substance: premises, effective governance in Luxembourg, resources and local decision-making.
The firm helps you assess your exposure and assemble a robust substance file.
FAQ
Frequently asked questions
Is the SOPARFI a separate legal form?
No. It is an ordinary commercial company (most often an SARL or an SA) whose corporate object is the holding of participations; it benefits from the parent-subsidiary regime.
What is the substance of a SOPARFI?
It is the set of genuine elements (registered office, governance, resources, local decision-making) that demonstrate the company is not a shell. ATAD III reinforces this requirement.
Can the firm audit my existing SOPARFI?
Yes. The firm carries out a substance review and proposes a compliance plan.
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.