Registration of an SPF fund in Luxembourg
The purpose of an SPF is purchase, hold, manage and sell financial assets for the benefit of one or more beneficiaries. It is forbidden to engage in commercial activities.
The founder of the fund can be a natural person or a legal entity. The founder can be a director and beneficiary of the fund.
The shareholders of the fund are mainly individuals, except for wealth management companies, which act for the benefit of individuals (trust, foundation).
Organizational and legal forms of an SPF company:
- Public limited company (SA)
- A private limited liability company (SARL)
- Partnership with limited liability (SCA).
The SPF fund may invest in the following asset classes:
- Financial instruments of any type (stocks, bonds, options, securities).
- Cash, currency or any other assets held in a bank account with a financial services professional or similar entity.
SPF may not own real estate directly, but may own a share in a company owning real estate.
Having a registered office in Luxembourg is mandatory.
The minimum share capital for SA and SCA companies is 30,000 euros.
The minimum share capital for SARL companies is 12,000 euros.
SPF is subject to favorable tax treatment and exemption from corporate income tax, municipal business tax and net worth tax. The fund pays subscription tax at a rate of 0.25% of paid-up share capital.
Timeframe: 2-4 weeks.
After opening a bank account for the payment of the share capital, one can proceed with the registration of the foundation.
Stages of fund opening in Luxembourg:
- Selection of a name for the SPF.
- Selection of the legal form in which the fund will be registered.
- Opening of a bank account for the depositing of the share capital.
- Payment of share capital.
- Preparation of the package of constituent documents.
- Registration of the company (can be registered by power of attorney).
- Meeting with the notary in Luxembourg.
Keeping internal accounting records of the foundation is mandatory. There is no requirement to file financial statements. The annual accounts of the company are usually subject to audit.