Liquidation SPF LuxembourgSPF (Family Wealth Company) Liquidation Luxembourg
The SPF (Société de Gestion de Patrimoine Familial) is a unique Luxembourg wealth-management structure. Liquidating it requires specific expertise to optimise the tax treatment of the liquidation bonus and manage the asset transfer to the beneficiaries.
Our service
- Pre-liquidation wealth audit
- Liquidation bonus tax optimisation
- Application of DTA tax treaties
- Dissolution EGM and certified minutes
- Mandatory RESA publications
- AED subscription-tax reconciliation
- LBR / RCS strike-off
- Asset distribution to beneficiaries
- Secure archiving for 10 years
About the procedure
The SPF (Société de Gestion de Patrimoine Familial), governed by the Law of 11 May 2007, is a private wealth-management structure reserved for natural persons and certain family entities. Exempt from CIT, MBT and net-wealth tax, it enjoys a particularly attractive tax regime which must be considered on liquidation.
SPF tax regime on liquidation
The SPF is exempt from corporate income tax (IRC) and municipal business tax (ICC). It is only subject to an annual 0.25% subscription tax on paid-up capital. At liquidation, the bonus paid to partners is subject to a 15% withholding tax for Luxembourg residents. For non-resident shareholders, tax treaties may reduce this rate.
Eligible and non-eligible assets of an SPF
Reminder: an SPF may only hold financial instruments (shares, bonds, funds), cash deposits and foreign-currency holdings. It cannot carry on any commercial activity or directly hold real estate. On liquidation, realising assets therefore mainly consists of selling securities or making in-kind distributions.
SPF dissolution procedure
The SPF dissolution procedure follows the rules applicable to the underlying corporate form (usually SA or SARL). It includes the dissolution EGM, appointment of a liquidator, mandatory RESA publications, settling obligations to the AED (subscription tax) and strike-off at the LBR. The duration ranges from 6 to 14 weeks.
Frequently asked questions
What is the difference between an SPF and a SOPARFI on liquidation?
The main difference is tax-related. A SOPARFI benefits from the participation exemption (dividends and capital gains) but is subject to CIT and MBT. An SPF is exempt from those taxes but does not benefit from tax-treaty regimes for withholding tax. At liquidation, the treatment of the bonus may therefore vary significantly.
Can an SPF continue to exist after some shareholders exit?
Yes, provided the eligibility criteria remain met (only natural persons and private-wealth structures). Liquidation is only required if all shareholders wish to exit or if the SPF no longer meets its legal obligations.
How is the SPF liquidation bonus calculated?
The liquidation bonus equals net assets (market value of all assets minus all debts) minus paid-up capital and issue premiums. For an SPF holding mainly securities, valuation is at market price on the liquidation date.
Is there an impact on subscription tax at liquidation?
Subscription tax (0.25% annually) is due until the effective dissolution date. A final return must be filed with the AED and pro-rata tempore tax settled before definitive strike-off.
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