SPV incorporation, administration, accounting and domiciliation in one place. We handle formation, registered office, bookkeeping, statutory accounts and corporate filings, and support your board through resolutions and annual obligations. For groups running several vehicles across Luxembourg and Poland, that means one point of contact instead of a different provider in every jurisdiction.
One asset, one balance sheet, risk ring-fenced from the rest of the group — that is why the vehicle exists, and why a group ends up with six of them. Each one then carries its own board, its own books, its own accounts to approve and file, and its own deadlines that nobody owns.
The cost is rarely the incorporation. It is the third year, when a financing is being prepared and the question is whether every entity in the chain can produce current accounts, a clean register and evidence that it is managed where it says it is.
The form chosen for what the vehicle will actually hold and how it will be financed: an S.à r.l. with EUR 12,000 of capital for most asset-holding vehicles, an S.A. where EUR 30,000 and several share classes are warranted. We coordinate the notarial deed, the capital blocking at the bank, and the RCS and RBE filings that follow it.
Law of 10 August 1915 on commercial companies, Art. 710-5 and Art. 420-1; Law of 13 January 2019 on the register of beneficial owners
A registered office provided through a domiciliation agent authorised under the Law of 31 May 1999, and the secretarial work around it: convening notices, board and shareholder resolutions, the annual general meeting, the register of shareholders, and the filings each of those produces. Your directors sign; we make sure there is something correct in front of them, on time.
Bookkeeping under Luxembourg GAAP, annual accounts prepared and filed through eCDF, and coordination with the auditor where the entity meets the size criteria. Where several vehicles sit in one group, they run on one chart of accounts, so intra-group loans and recharges are recorded on both sides rather than reconciled at year end.
Corporate income tax, municipal business tax and net wealth tax returns, VAT registration and periodic returns where the vehicle's activity requires them, and the annual accounts filing. Where the vehicle carries intra-group financing, the margin has to be supported by a transfer pricing analysis — we flag that before the return, not after a query.
Capital increases and reductions, share transfers, changes of director or registered office, mergers within the group, and the liquidation once the asset is sold. An SPV that stays open after its purpose has ended keeps accruing accounting, filing and bank costs — and shows up in every subsequent due diligence as an unexplained entity.
A special purpose vehicle exists to hold one thing and to keep what happens to it away from everything else. Groups use them to ring-fence a property, a loan, a joint venture stake or a concentrated position that may be sold or financed on its own. The structure is simple; what decides whether it works is whether the entity can still account for itself three years later, when a lender or a buyer asks.
Most asset-holding vehicles are set up as a société à responsabilité limitée: a notarial deed, EUR 12,000 of capital paid up and blocked before signature, and a shareholder structure that is simple to transfer. A société anonyme becomes the better answer where EUR 30,000 of capital is acceptable and the vehicle needs several share classes, bearer-style flexibility in its governance, or a profile that a particular counterparty expects. Both file annual accounts, both pay corporate income tax, municipal business tax and net wealth tax, and both have to be managed from Luxembourg in fact rather than in form.
Under Article 159 LIR a company is a Luxembourg resident taxpayer if its statutory seat or its central administration is in the country. The first is a matter of record; the second is a matter of evidence — who takes the decisions, where they are taken, where the minutes are produced, and whether the entity has the means to operate. Treaty benefits, the position of a foreign parent's tax authority, and increasingly the view a bank takes when opening the account, all rest on that evidence. It accumulates from the first board meeting or it does not accumulate at all.
Where an SPV borrows from one group entity and lends to another, the margin it keeps has to reflect the functions it performs and the risk it actually bears. The Luxembourg administration set out its approach in Circular L.I.R. n° 56/1 – 56bis/1 of 27 December 2016, and the arm's length principle in Articles 56 and 56bis LIR applies to the arrangement whether or not anyone has documented it. A financing vehicle with no equity at risk and no capacity to bear it will not support the margin booked in its accounts.
SPVs outlive their purpose more often than they should. The asset is sold, attention moves on, and the entity continues to file accounts, pay bank charges and appear on the group's organisation chart with nobody able to say what it is for. Liquidating a Luxembourg company is not complicated — but it takes a decision, a liquidator and a final set of accounts, and it gets harder the longer the records sit untouched. The end of the deal is the cheapest moment to do it.
Whether it is a first SPV for a single transaction or six already running with a provider you have outgrown, a short call is usually enough to see what needs doing and in what order.
Fundequate Sàrl is a company registered and domiciled in Luxembourg. We provide innovative solutions to simplify fund structuring, administration, and investor onboarding, ensuring compliance, transparency, and efficiency for fund managers and investors.
