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Create a Holding / Soparfi in Luxembourg

Soparfi (Société de Participations Financières) is the leading holding structure in Luxembourg. It benefits from an attractive tax regime on dividends and capital gains, and a network of more than 80 double taxation agreements.

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In short: The Soparfi (Société de Participations Financières) is the leading holding vehicle in Luxembourg. She benefits from the exemption regime for dividends and capital gains transfer of participations (under conditions: 10% participation or €1.2 million held for 12 months). Luxembourg has more than 80 double taxation agreements with the main countries. The corporate tax rate (IRC + ICC) is 24,94 % in Luxembourg City for income excluding exemption. Soparfi is established as a SARL (€12,000 capital) or SA (€31,000).

1

Who is the Holding / Soparfi for

Soparfi is a commercial company (SARL or SA) whose main purpose is to hold stakes in other companies. It is ideal for group structures, international investors and tax optimization.

Suitable if you…

  • Hold stakes in other companies
  • Would like to optimize the taxation of dividends
  • Have a group structure to organize
  • Are a non-resident investor
  • Manage a family office or equity portfolio

Less suitable if…

  • Your activity is mainly operational
  • You have no interests to hold
  • You are only looking for a simple operational structure

Consider it SARL or the SA.

Shape

SARL / SA

To be chosen according to profile

Diet

Soparfi

Participation exemption

DTA Network

80+ countries

Tax treaties

Next step: what to prepare
2

What to prepare

Clarity of the group structure and the shareholdings to be held is essential for choosing the right legal form and drafting suitable statutes.

Next step: what Fidustra manages
  • Identity of shareholders or partners
  • Organizational chart of the group (existing or target)
  • List of shareholdings to hold
  • Corporate purpose of the holding company
  • Choice of legal form (SARL or SA)
  • Beneficial owners (UBO)
  • Head office address
  • Desired company name
  • Establishment authorization if ancillary activity planned
3

What Fidustra coordinates

Fidustra analyzes your group structure, chooses the optimal form with you and coordinates all steps — from statutes to registration and Soparfi compliance.

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Your file monitored by a Holding expert.

  • Analysis of structure and objectives
  • Advice on choosing SARL vs SA
  • Drafting the statutes with the notary
  • Implementation of the Soparfi regime
  • Registration of beneficial owners
  • Publication in the Trade Register
  • Checking the exemption conditions
  • Setting up group accounting
  • Tracking from the Fidustra portal

What are the tax advantages of a Soparfi Holding in Luxembourg

The Soparfi regime offers concrete exemptions on income from participations — subject to holding and threshold conditions.

Dividend exemption

Up to 100% exemption

Dividends received from a subsidiary are exempt from tax if Soparfi holds at least 10% of capital or a participation with an acquisition value of at least €1.2 million, since at least 12 months.

Exemption from capital gains

Same conditions of detention

Capital gains realized on the sale of participations are also exempt from tax under the same conditions (10% or €6 million, 12 months of holding). This is one of the major advantages for group transfers.

80+ double taxation agreements

Global network

Luxembourg has signed more than 80 double taxation agreements including France, Belgium, Germany, United States, China. These treaties reduce or eliminate withholding tax on dividends and royalties received from foreign subsidiaries.

Corporate tax rate (IS)

Soparfi is subject to Luxembourg corporate tax on its non-exempt income. The combined rate (IRC + ICC) is 24,94 % in Luxembourg City (2026 rate). This rate applies to ancillary activities and income outside of the exemption regime.

For comparison: IS France = 25%, Belgium = 25%, Germany = ~30% (IS + local taxes).

Mother-Daughter Directive and EU regime

Soparfi also benefits from the European Parent-Subsidiary Directive (2011/96/EU), which eliminates withholding tax on dividends paid between EU companies when the participation is ≥ 10% and held for 12 months. This mechanism complements the national Soparfi regime.

Can be combined with double taxation conventions for maximum optimization.

Frequently asked questions — Holding / Soparfi in Luxembourg

Answers to the most common questions about creating a Luxembourg holding company with Fidustra.

Soparfi (Société de Participations Financières) is a Luxembourg commercial company whose main purpose is to hold stakes in other companies. It can be incorporated as a SARL or SA and benefits from attractive tax regimes.

Soparfi benefits from the exemption regime on dividends and capital gains from the sale of shareholdings (subject to duration and threshold conditions), as well as the Luxembourg network of more than 80 double taxation agreements.

A Soparfi whose activity is limited to the holding of participations is generally not subject to establishment authorization. If incidental business activities are planned, Fidustra evaluates the conditions with you.

The choice depends on the shareholder profile, the number of participants and governance needs. The SARL is more flexible for small structures; the SA is better suited to structures with several investors or future fundraising. Fidustra advises you on this choice from the first step.

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