Tax 6 min read
Selling a subsidiary through a Luxembourg holding company
A Luxembourg HoldCo disposal from signing to the use of proceeds: exemption conditions, recapture of deductions, closing accounts and net wealth tax.
Luxembourg SPV and HoldCo services for private equity
We look after the Luxembourg companies behind your acquisitions and investments, from incorporation to annual accounts and tax returns. Your deal team and advisers deal with one person in Luxembourg, who follows both the transactions and the company’s ongoing obligations.
How we can help
We agree what we will handle and who is responsible for each part, then confirm it in the engagement letter.
Our work
- Company setup We organise the incorporation and the checks required by anti-money-laundering law, and provide the registered office for each eligible company.
- Company records We keep the registers and the board and shareholder records, and handle filings with the Trade and Companies Register (RCS) and publications in the RESA gazette as the structure changes.
- Accounting and annual accounts Bookkeeping for acquisitions, financing and balances between group companies, followed by year-end accounts and the required filings.
- Tax and ongoing support Corporate tax returns, VAT where applicable, and the accounting and tax work around distributions, refinancing or exit preparation.
Separate responsibilities
- Legal documents and opinions We work with the appointed lawyers on the accounting, tax and company administration side of the documents and transactions they advise on.
- Fund-level appointments The roles of fund manager (AIFM), depositary and fund administrator remain with the appointed providers.
Support after the acquisition closes
A new acquisition, refinancing or proposed disposal changes the work required for a Luxembourg entity. We identify the accounting entries, records and returns affected by the transaction, alongside the annual work already scheduled.
The accounts and tax returns need to reflect the same financing and ownership arrangements. Where the firm provides domiciliation, we maintain the registered-office records under that agreement. A new entity starts with company formation support.
A shared annual calendar helps the deal team see the recurring work alongside transaction requests. If a fund sits above the holding structure, support around the GP and sponsor entities is defined separately.
What you receive
| Item | Content | When |
|---|---|---|
Accounts | Books and annual accounts for each entity | Every financial year |
Tax returns | Corporate returns and schedules | At each filing deadline |
Company records | Registers and decision records | As transactions and decisions occur |
Handover information | Open items and records for the transition | During setup, takeover or exit work |
How do we get started?
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Map the entities and transactions
We identify the HoldCos, acquisition and co-investment vehicles and the current stage of each file.
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Review the existing records
We review the books, loan balances, decisions and filing status to see what work we take over.
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Agree the recurring support
We agree the deal team’s reporting needs, annual deadlines and contacts with the appointed advisers.
The company’s actual activity decides the rules
A company used as a SOPARFI holding company must be assessed by what it actually does. Holding shares, lending and providing services are distinct activities. A commercial legal form does not by itself mean that the company carries on an operating business.
Services provided within the same group benefit from the business-permit exemption in Article 30 of the Law of 2 September 2011. Loans granted only within that group fall under another exclusion, Article 1-1(2)(c) of the Financial Sector Law, unless a specific provision says otherwise. These exceptions do not cover transactions with companies or people outside the group. The company’s corporate object, VAT and transfer pricing also require a review of its actual activities.
Let’s talk about your company
Tell us about your company and what you need from your accounting firm.
Contact the firm 
Frequently asked questions
Can you take over an existing Luxembourg structure?
Yes. We take over its accounting, tax and company administration after reviewing the records, transactions and outstanding filings. A mid-year handover is possible, with timing agreed after that review.
Do you work with foreign counsel and finance teams?
Yes. From the work we handle, we provide counsel, lenders or group finance teams with the accounting, tax and company information they need.
Can the engagement cover a single acquisition SPV?
Yes. The work follows the company’s activity and obligations. Support for the fund or other group companies is agreed separately.
Does a dormant company still need support?
Yes. Even with little activity, the company still has accounts, returns and company records to keep up to date. We review them before agreeing the recurring work.