SPF Table

Applicable legislationLaw of 11 May 2007 (“SPF Law”)
Authorisation and supervision by the CSSFNo
Qualification as an AIFIn principle, no (as it would not be considered as “raising” capital from a number of investors as the structure generally serves for the investment of the private wealth of a “pre-existing group” (as defined in the Esma guidelines on key concepts of the AIFMD)).
Exemption from AIFMD full regime under lighter regime (AIFMD registration regime)Not applicable.
Eligible investorsRestricted to:
- natural persons acting in the context of the management of their personal wealth;
- management entities acting solely in the interest of the private wealth (e.g. trusts, private foundations); and intermediaries acting for the account of the above mentioned eligible investors (e.g. bank acting under a fiduciary agreement).
Eligible assetsRestricted to acquisition, detention, management and realisation of financial assets. The SPF is not allowed to carry out commercial activities or to hold directly real estate (except for its own use or through its participations).
Risk diversification requirementsNo risk diversification requirements.
Legal Form- SA
- Sàrl
Umbrella structureNo.
Capital requirementsDepends of the form:
- SA / SCA: EUR 30,000
- Sàrl: EUR 12,000
- SCoSA: no minimum capital
Required Luxembourg service providersRegistered auditor in principle not required unless two of the following criteria are met: (i) net turnover above EUR 8.8 million, (ii) balance sheet above EUR 4.4 million and (iii) average number of employees above 50.However, depending on the legal form of the company, there may be an obligation to appoint a commissaire aux comptes.
Possibility of listingNo
European passportNo
Net asset value (NAV) calculation and redemption policyNot required.
Overall income tax (corporate income tax and municipal business tax)No income tax.
Subscription taxAnnual subscription tax of 0.25% on
the amount of paid up capital and
issue premium (if any).
Wealth taxNo wealth tax.
Withholding tax on dividends / interests and capital gainsNot subject to withholding tax.
Benefit from double tax treaty networkNo
Benefit from the EU Parent Subsidiary DirectiveNo.
Thin capitalization rules (debt-to-equity ratio)Tax of 0.25% on the debt that exceeds 8 times the paid-up capital increased by the issue premium.
Practical useIndividuals wishing to optimise their personal tax planning (private wealth management purposes).