Set Up an SPF in Luxembourg - Family Wealth Company Guide

The SPF (Société de Gestion de Patrimoine Familial) in Luxembourg is an entity established mainly in the form of a limited liability company or a joint stock company. It may also be incorporated as a partnership limited by shares which is not involved in any commercial activity, except for the purchase, holding, management and transfer of financial assets. You can rely on our legal services if you want to open an SPF in Luxembourg.

Quick Facts
Applicable law	The Law of 11 May 2007 on the SPF, together with the Company Law of 10 August 1915
Organization forms	The SPF in Luxembourg can take the following forms: – private and public companies; – partnership limited by shares; – cooperative.
Uses of the SPF	The SPF in Luxembourg can be used as a: – holding company; – investment management company; – estate planning entity.
Possibility to have natural persons as shareholders	Yes, the SPF can be created by natural persons.
Possibility to have companies as shareholders	Only private wealth-management entities acting exclusively for individuals (e.g. foundations, trusts) or intermediaries acting for eligible investors; commercial companies cannot be shareholders.
Special registration requirements (if any)	It must bear the termination SPF or Société de Gestion de Patrimoine Familial in its name.
Engagement in commercial activities (YES/NO)	No, the SPF cannot engage in commercial operations.
Minimum share capital requirement	The minimum share capital depends on the type of entity used for the SPF creation.
Restrictions (if any)	It cannot: – offer services to other parties than the ones it works for; – have a managerial function in the business for which it works; – own intellectual property rights or real estate.
Taxation of the Luxembourg SPF	The SPF is subject to an annual subscription tax of 0,25% on a predefined tax base (capped at EUR 125,000 per year). Its distributions are not subject to Luxembourg withholding tax; foreign withholding taxes on its income cannot be reduced through double tax treaties.
Accounting requirements	It must keep annual accounting records and file a balance sheet with the Trade Register.
Access to tax exemptions (if applicable)	The SPF is exempt from income tax, municipal tax, and withholding levies.
Timeframe for incorporation (approx.)	Approx. one week
Advantages of the SPF	– simple registration procedure; – access to tax benefits; – multiple uses; – possibility to be used for the creation of investment funds.
Support in SPF registration (YES/NO)	Yes, our lawyers in Luxembourg offer support for the incorporation of an SPF.
Registration steps	– name selection, – constitutive documents creation, – bank account opening, – Trade Register incorporation
Option to be registered through a proxy (YES/NO)	Yes, based on a power of attorney.
Possibility to issue shares	Yes, an SPF can issue shares.
Types of shares available for issuance	– registered shares, – bearer shares
Supervisory authority	Registration Duties, Estates and VAT Authority
Activities it can engage in	– investment in financial instruments, – estate planning and administration, – investment in precious metals
Types of investors addressed	Private individuals managing their private wealth, wealth-management entities acting exclusively for them and intermediaries acting on their behalf
Possibility to own real estate (YES/NO)	No, not directly and, since 1 January 2021, not through a tax transparent entity either.
Possibility to trade on the Stock Exchange (YES/NO)	No
Possibility to exercise a management role (YES/NO)	No, the SPF cannot complete such a role in companies it holds shares in.
Access to double tax treaties (YES/NO)	No, due to its special tax status, the Luxembourg SPF cannot benefit from double tax treaties provisions.
Full foreign ownership available (YES/NO)	Yes, an SPF can be fully foreign-owned, as long as it has a registered address in Luxembourg.
Annual meeting requirements (if any)	The SPF must hold an annual meeting, however, it does not need to be in Luxembourg.
Domiciliation agent requirements	Yes, when owned by foreign shareholders.
Support in setting up investment funds through SPFs (YES/NO)	Yes, you can count on our Luxembourg law firm for assistance in creating an investment fund through an SPF.

What are the steps to open an SPF in Luxembourg?

The following steps must be respected:

business form selection;
bank account opening and share capital deposit;
documents preparation: Articles of Association (they need to be drafted by a public notary);
Trade Register incorporation.

What are the main features of an SPF in Luxembourg?

it has a separate legal personality from its founders/ shareholders;
it offers investment planning and structuring flexibility;
it has the same advantages as a holding company for individuals;
it is easy and quick to register;
it is also an excellent tool for those interested in setting up an investment fund in Luxembourg;
it has a private character which is an advantage when the company has more than one investor;
it is subject to simplified tax regulations.

What are the main forms of an SPF in Luxembourg?

The main forms that an SPF can take are the limited liability company (based on a share capital of EUR 12,000 and not more than 100 shareholders) or the joint stock company (with one or more shareholders and an initial capital of EUR 30,000).

The main difference between the usual SA or SARL and the SPF is that the latter cannot be engaged in commercial activities and the securities issued cannot be transferred to the public or registered on a stock exchange market.

Our Luxembourg lawyers can offer detailed information on the categories of individuals and companies allowed to create a SPF in the Grand Duchy, as also presented in the infographic below:

What are the types of investors an SPF addresses?

The SPF addresses investors who can manage their own estate, specifically:

private individuals and wealth management entities, such as foundations, trusts, or stichtings;
intermediaries /fiduciaries acting on behalf of private persons or entities.

What are the operations that can be carried out through an SPF in Luxembourg?

acquiring interests/ shares in other companies;
managing assets, such as stocks and bonds in other companies;
investing in stocks, bonds, or other financial assets;
family wealth management;
owning bank accounts;
indirectly owning real estate through participation in companies.

Are there any restrictions on the activities of an SPF in Luxembourg?

Yes, there are also certain restrictions that apply, as follows:

providing financial services to third parties;
completing direct business management operations;
issuing loans with interest to companies in which the SPF is a shareholder;
owning intellectual property rights in other companies;
owning real estate directly.

The video below shows how to establish a SPF in Luxembourg:

How are SPFs taxed in Luxembourg in 2026?

Taxation occurs at:

the level of the SPF;
the level of the shareholders.

At SPF level, the entity itself is not subject to the corporate, municipal, and net wealth tax. However, it must pay an annual subscription tax of 0.25% applied as follows:

the paid-in capital and share premium;
the part of the debt that exceeds 8 times the amounts associated with the paid-in capital and share premium (provided there is such a debt).

At the level of the shareholders, they are exempt from withholding tax on the distributions of profits from the SPF. Interest payments, however, may generate a 20% withholding tax for Luxembourg residents (natural persons). Also, there is no capital gains tax applied to foreign shareholders disposing of their shares in the SPF.

How long does it take to incorporate an SPF in Luxembourg in 2026?

The procedure of SPF registration in Luxembourg usually doesn’t take longer than a week if all the documents are completed correctly.

For more details about other investment funds in Luxembourg, you may contact our lawyers in Luxembourg.