The SPF is a dedicated vehicle for holding and managing the financial assets of an individual or family such as shares, bonds, cash, savings, equities, currencies, precious metal, derivatives, options, warrants, futures, or any other financial instruments.
It is an unregulated entity and does not require any business licence.
The SPF is exclusively designed for investors managing their private wealth; therefore shares of the SPF cannot be used for public placement and cannot be publicly offered or quoted on a stock exchange.
Eligible investors are:
a) Individuals managing their private wealth, or
b) Private wealth management entities acting for one or several individuals (trusts, family offices), or
c) Intermediaries acting on behalf of a. or b.
Prohibited activies
There are a number of prohibited activities, such as, but not exclusively:
Granting of loans:
The SPF is not allowed to render any kind of services, including the granting of interest bearing loans - even to companies in which the SPF holds a participation. It may however make cash advances or guarantee the liabilities of a company in which it holds a participation, but only on an ancillary basis and without remuneration.
Holding intellectual property:
The SPF is not authorised to hold directly any type of intellectual property.
Holding real estate:
The SPF may not invest directly in real estate. However, it may acquire holdings in corporations or other non-transparent entities that hold real estate.
Creatrust, for innovation and reliability
Creatrust specialises in providing services for private wealth management as well as the formation and management of Luxembourg corporate structures. At the core of our operation is a team of in-house experts specialising in accountancy, fiscal, legal and regulatory issues.
Legal Form
Depending on the needs of the investor - relating to capital, management control and share transferability, the SPF can take one of the following forms:
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Public limited company (S.A.),
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Private limited liability company (S.à R.L.),
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Partnership limited by shares (S.C.A.),
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Cooperative in the form of a public limited company.
Eligible Assets
The Wealth Management Company - SPF may invest in any type of financial assets in Luxembourg or abroad :
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shares, bonds, real estate, cash, funds, securities,
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currencies, commodities, loans, distressed assets, precious metal,
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derivatives, options, warrants, futures,
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Funds, SICAR, SIF - Specialised investment Funds, SICAV, securitization Funds,
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structured products, hedge Funds or any other financial instruments.
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It may also hold real estate in Luxembourg or abroad if this holding are made via a company structure.
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It may grant free loans (or give guarantees) to its subsidiaries.
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It may also hold other participations or shares in other companies in Luxembourg or abroad.
Equity/Liabilities
The Wealth Management Company - SPF may issue, depending on its legal form, shares of different clasees, nominative or bearer shares.
Its shareholders/ investors can be either resident or non-resident:
This excludes corporate shareholders unless they act on behalf of the five above mentioned shareholder types (SOPARFI or holding entities, fund, nominees).
The Minimum capital is for S.A./S.C.A.: EUR 31,000 (minimum ¼ paid in) and for S.à R.L.: EUR 12,500 (fully paid in). This can be the equivalent value in a non-euro currency.
The Investors may set up the company by contribution in cash or in kind. No capital duty applies on incorporation (except a fixed registration duty of EUR 75). An external auditor’s valuation is mandatory only for S.A./S.C.A. but not for a S.à R.L.
The wealth management company’s shares cannot be listed in Luxembourg or abroad.
Capital Premium may be used. Contributions must not necessarily be represented by an increase in capital or issuance of shares.
Taxation Regime
- The SPF is a fully tax exempt vehicle which is not subject to corporate and municipal business tax (for Luxembourg City).
- However it is subject to a registration tax which is calculated at a rate of 0.25% of the SPF’s paid-in capital (including capital premium).
- This registration tax is not due on profit carried forward
- Registration tax is due on any debts in excess of 8 times its paid-in Capital
- A minimum of EUR 100 and a maximum of EUR 125,000 is due per year of activity.
Because of the preferential status SPFs are generally excluded from double tax treaties and will not benefit from the European Directives. SPFs can be easily transformed and can adopt another tax regime or legal form.
No other net worth tax is due from the wealth management company, SPF.
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