SOPARFI in Luxembourg
- The Company Purpose
- Holding shares in other companies and receiving dividends.
- Owning buildings and receiving rents.
- Detaining intellectual property.
- Being a Director in other companies without disclosing the beneficial owner identity.
VAT & Commercial Operations
This kind of company is normaly not VAT registered as its normal activity does not include commercial operations.
- Remark 1 : "subordinate" activities
A soparfi can perform some subordinate activities such as performing services for its daughter companies. In this cas, the soparfi must be VAT registered.
- Remark 2 : owning buildings in France
Due to special formulation in the french-luxembourg double tax treaty, a soparfi who owns a buildings in France is not liable for any tax in France and in Luxembourg related to this building. The capital gains related to the same building are also free of all taxes.
- What is Particular with a SOPARFI?
The tax treatment of a soparfi is special, because :- the dividends received from daughter companies are not taxable
- the liquidation bonus is not taxable
- Different Form of SOPARFI
The term SOPARFI does not indiquate a specific form of company. A soparfi can either be a SaRL or a SA
Let us us examine the difference between the 2 forms :
Company form SOPARFI under the form of a "societe anonyme" SOPARFI under the form of a "SeRL" Bearer shares Yes No Minimum of shareholders 2 1 Minimum of Directors 3 1 Minimum capital to subscribe 31,000 € 12,400 € Minimum paid capital 7,750 € 12,400 € Parent companies rules (EU 90/435) Yes Yes Taxed revenues Company incomes excepted received dividends Company incomes excepted received dividends Company management The company is managed by the board of Directors. Daily managemnt is done by the Managing Director The Managing Director is responsible for all the management - Shareholders and Director Identification
The identity of all shareholders and Directors is subjet to a publication in the Luxembourg Memorial (governmental official publication).
The name of the shareholders and Directors appear once a year in the Minutes of the ordinary annual meeting of shareholders.
It is possible to us bearer shares to avoid the shareholders' name disclosure. Nominee shareholders and/or Directors can also be used.
- Transfer of the Company Shares
The share of a societes anonymes can be transfered without any kind of limitation. The transfer is acted through indicating the name of the new shareholder in the registar of share and the signature of the shares seller and buyer.
Bearer share are simply handed over
The transfer of the shares of a SaRL requires to be notarized.
- Accountancy, Balance Sheet and Tax Return
As for every European company, officials books have to be kept in accordance with the legislation.
A balance sheet is closed on dec 31st each year and a tax return has to be filled before May 31st, following year.
Our organization has all the necessary knowledge and staff to comply with those requirements.
