Setting up a SOPARFI in Luxembourg
Published on 10 October 2026 · Updated on 10 October 2026
In short
A SOPARFI is not a legal form: it is an ordinary commercial company, subject to tax, whose main purpose is to hold and manage participations. SOPARFI formation in Luxembourg usually means incorporating a SARL with EUR 12,000 or an SA with EUR 30,000 before a notary, then registering it with the RCS and declaring its beneficial owners in the RBE.
Definition
The SOPARFI (société de participations financières) is the common name for an ordinary Luxembourg limited company, fully taxable, that acquires, holds and manages participations in other companies and may also carry on a commercial activity.
The SOPARFI at a glance
- Nature
- Ordinary commercial company, taxable
- Usual forms
- SARL, SA, SCA
- Capital
- EUR 12,000 (SARL) or EUR 30,000 (SA, SCA)
- Deed
- Notarial for SARL, SA and SCA
Which form for your SOPARFI
| Criterion | SARL | SA |
|---|---|---|
| Minimum capital | EUR 12,000, cash payable within 12 months | EUR 30,000, at least 25% paid up |
| Shareholders | 1 to 100 | 1 minimum, no maximum |
| Transfer of securities | Three-quarters approval for a third party | Free in principle |
| Management | One or more managers | Board of directors or management board |
| Our fees | From EUR 2,999 excl. VAT | From EUR 3,999 excl. VAT |
Fees exclude notary, LBR and bank costs, recharged at cost. The SCA, with a general partner, is quoted on request.
Forming a SOPARFI
- 1
Validate the structure
The choice of a SOPARFI and its tax treatment should be validated with your tax adviser before any step.
Tax adviser - 2
Legal scoping
Form, capital, shareholders, management, corporate purpose of holding participations.
businessregistration.lu - 3
KYC, account and capital
Identification of shareholders, source of funds, account opening and payment of the capital.
Bank - 4
Articles and deed
Articles drafted by a partner lawyer, deed executed before a notary; auditor’s report for a contribution in kind to an SA.
Lawyer, notary, auditor - 5
RCS, RESA, UBO register
Registration, publication and declaration of beneficial owners within one month.
LBR
We do not give tax advice
Business Registration forms the company. Analysis of the taxation of dividends, capital gains, substance or tax treaties is outside our remit. It is carried out with a tax adviser, before incorporation. Bookkeeping is entrusted to an independent licensed accountant (comptable autorisé).
Activity, permit and substance
A SOPARFI that merely holds participations does not in principle need a business permit. If it invoices services, for example management services to its subsidiaries, the question arises and is checked before registration. The registered office must be a real address, its own or supplied by an approved domiciliation agent.
For a purely financial private estate, compare with the SPF and the comparison SOPARFI or SPF. See also forming a holding company in Luxembourg.
Next step
Form your SOPARFI
Structure validated with your tax adviser; we take care of the formation. Written quote.
Frequently asked questions
Is the SOPARFI a legal form?
No. SOPARFI describes an ordinary limited company, most often a SARL or an SA, whose main activity is holding participations. It is subject to the rules of its form and to tax like any commercial company.
What capital does a SOPARFI need?
That of the chosen form: EUR 12,000 for a SARL, payable in cash within 12 months since 2 June 2026, or EUR 30,000 for an SA, with at least a quarter paid up at incorporation.
Do you need a notary to form a SOPARFI?
Yes, for a SARL, an SA or an SCA the constitutive deed is executed before a notary. A SARL-S is not suitable, because its shareholders must be individuals and its purpose is limited to certain activities.
SOPARFI or SPF: which to choose?
The SOPARFI is a taxable company that may also carry on an activity. The SPF is reserved for managing a private financial estate, with no commercial activity. The choice should be validated with a tax adviser.
Can a SOPARFI carry on a commercial activity?
Yes. Nothing prevents a SOPARFI from carrying on an activity in addition to holding participations, provided it is written into the corporate purpose and the business permit is obtained if the activity requires it.