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SOPARFI and Holding Company Practice

Private equity sponsors structuring portfolio acquisitions through SOPARFI holdcos engage WVT for board governance, statutory documentation, intra-group financing arrangements and SPV-level transactions under Luxembourg law. Our attorneys draft and execute alongside our tax advisors. We handle Luxembourg legal mergers and demergers, capital changes, shareholder agreements, post-acquisition integrations and exit-stage restructurings. Each file pairs Luxembourg corporate law with the participation exemption planning and ATAD 3 substance review that typically sits behind it.

Our expertise

Luxembourg corporate law underpins much of European cross-border holding-structure and fund work. WVT’s attorneys and tax advisors cover SOPARFI governance, RAIF and SIF fund-vehicle work, M&A execution and Luxembourg tax structuring in parallel for private equity sponsors, family offices and multinationals.

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Vehicle Selection and Governance

Private equity sponsors choosing between RAIF, SIF and SICAR structures rely on WVT to align vehicle choice with investor base, asset class and AIFM positioning. Our attorneys handle the constitutional drafting, governance arrangements and CSSF-touching documentation where the vehicle is regulated. Family offices using SPF and SOPARFI combinations for multi-generational wealth structures require ongoing governance work, board renewals and substance maintenance under ATAD 3. WVT runs this advisory alongside the participation exemption and ruling work that the same structures typically require.

FAQ's

Do I need a Luxembourg corporate lawyer to set up a SOPARFI?

Incorporation runs through a Luxembourg notary and the trade and companies register. SOPARFI constitutional documents, shareholder agreements, board composition and group integration usually require corporate-law advice the notary will not provide. WVT typically takes the file from drafting through execution, then advises on ongoing governance, intra-group transactions, substance maintenance and exit-stage restructurings as the SOPARFI operates within the wider group.

What does a Luxembourg corporate law firm typically handle for international clients?

Standard Luxembourg corporate law work for international clients covers SOPARFI and fund-vehicle governance, M&A execution, intra-group reorganisations, fund-level transactions, shareholder agreements, board renewals, substance maintenance under ATAD 3, and the legal side of participation exemption and ruling work. WVT also advises on Luxembourg-law commercial contracts, intercompany financing arrangements and corporate disputes.

What is the difference between a SOPARFI, a RAIF and a SIF?

A SOPARFI is an unregulated holding company under the 1915 Law, used for participation holding and group financing. A RAIF is a reserved alternative investment fund supervised through its AIFM rather than directly by the CSSF. A SIF is a CSSF-supervised specialised investment fund for well-informed investors. Each suits a different sponsor, investor base and asset profile, and WVT advises on the choice as part of vehicle selection.

Can WVT advise in English and coordinate with our US or EU counsel?

WVT operates in English. Our attorneys and tax advisors coordinate routinely with US, Canadian, UK, German, Asian and Middle Eastern counsel on Luxembourg structures, fund formations and cross-border holding work. Documentation, board materials, fund constitutional papers, ruling submissions and tax memoranda are produced in English, with French translations where Luxembourg practice or counterparties require them.

How does ATAD 3 affect Luxembourg corporate law work?

ATAD 3, also known as the Unshell Directive, introduces substance tests that affect SOPARFI and other holding entities perceived as low-substance. Failing the test risks loss of treaty benefits and participation exemption access. WVT advises on substance design, board composition, premises and personnel arrangements, and the documentation needed to support the SOPARFI’s economic position. This work has become standard for new and existing structures.