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STRUCTURES COMPARISON

SOPARFI/S.A.

SICAV/F - FCP

SICAR

SECURITISATION
SIF
SPF

HOLDING 1929
Possibilities of Investments/Activities
- Shares
- Securities
- Possible commercial activity – Real estate
-…
- Transferable stocks and shares (securities, bonds,…)
- Fund of fund
- Open market instruments
- Movables / immovable
- Derivative financial instruments
- Risk capital
- Risk capital
- Investment capital
- Real estate investment
- Movables and immovables, tangible and intangible
- Risks linked to the commitments or to the debts assumed by the third persons or linked to a part of the activities by issuing stocks and shares of which the value or the return depends on these risks.
- Transferable stocks and shares (securities, bonds, …)
- Fund of fund
- Open market instruments
- Movables / immovables
- Derivative financial instruments
- Risk capital
Acquisition, holding, management and financial assets realization as :
- stocks, bonds, quoted or private company shares
- securitisation fund, Soparfi, SICAR, Holding 29 shares (within the limit of the law from 19th July 2006)
- deposit accounts, SICAV, Luxembourg or foreign investment funds,
- structured products, hedge fund, precious metals, options, warrants, indices, currencies, …
- to guarantee or make non bearing interest loan to its subsidiaries
It can hold subsidiaries which carry out commercial deals or an activity of management or which hold direct real estate assets.
- « Participations in any form in Luxembourg or foreign companies»
- NO commercial activity
- Management of patents
- Management of loans to the subsidiaries
CSSF
Non monitored
Fully Monitored
 Monitored but lighter than for the SICAV/F and FCP*
Out of monitoring except if there are issuance on a public & continuous basis of securities That means more than once per civil quarter by advertising in the public, (to investors who do not invest more than 125 000 euros per person.*
 Monitored but lighter than for the SICAV/F and FCP* Non Monitored Non Monitored
Minimum capital
S.A.et S.C.A. : 31.000€
S.à r.l.: 12.400€
1.250.000€ (< 6 months)
1.000.000€(<12 months)
S.A.et S.C.A. : 31.000€
S.à r.l. : 12.400€
 1 250 000 € (<12 months) The regime « SPF » can be chosen by a company whose form must be :
- Sàrl : minimum capital 12 500 euros
- S.A. : minimum capital 31 000 euros
- SCA : minimum capital 31 000 euros
- COOPSA having adopted the form of a limited company : minimum capital 31000 euros
S.A. : 31.000€
S.à r.l. :12.400€
Corporate income tax and commercial income tax
 Taxed at the rate of 30.38%
SICAV : Not liable

FCP : “fiscal transparency”, the distributed incomes are taxable according to their origin, as if their beneficiary has been directly holder of a part of the shares, bonds, … held by the OPCVM.*

Taxable at the rate of 30.38%. But exemption on :
- income and capital gain on movables
- Fund in transit (income coming from transfers, contribution or liquidation of these assets)
Taxable at the rate of 30.38% but every payment carried out by the securitisation is considered as a payment of interest. The securitisation vehicle is taxable on the balance of the amount it keeps for itself according to the classical establishment principles of companies from Luxembourg (the increase in reserves)
 SICAV : No liable

FCP : “fiscal transparency”, the distributed incomes are taxable according to their origin, as if their beneficiary has been directly holder of a part of the shares, bonds, … held by the OPCVM.*

Total exemption from income tax, commercial income tax or other income at source. Exempted from all Luxembourg tax.
Withholding at source on dividends
15 % on dividends except if double tax treaty and/or European directive (0 %)
No withholding at source
 - If it is resident in Luxembourg, there is no withholding at source but taxation at progressive schedule (0 to 38 %)
- If it is not resident in Luxembourg, there is no withholding at source but taxation and even exemption according to their country of residence.
 No withholding at source.
Withholding at source on royalties
No withholding at source (Interests/Royalties Directive from the European Union)
 The Mother-Subsidiary Company EC directive or interests/royalties directive is not applicable.
No withholding
Capital gain
No withholding at source
 There is no withholding at source..
There will be taxation or exemption according to the place of residence of the beneficiary.
No withholding
Access to the double tax treaties
Accès
Accès*
Accès*
Accès *
 Accès*  
Les conventions internationales contre les doubles impositions ne sont pas applicables en raison de l’exemption personnelle des holdings au sens de la loi de 1929. (Sauf pour certains pays)
Withholding at source on the interest from (Directive on savings taxation come into effect from 1st July 2005)
No withholding*
Withholding at source on the savings income in form of interests carried out in Luxembourg in the favour of the effective beneficiaries, natural persons, who are fiscal resident from another member country of the European Union.

The rate of the withholding at source is 15 % during the first three years from 1st July 2005, 20 % during the three following years to pass to 35 % later on.

The tax withheld is charged in the country of residence of the effective beneficiary to the tax debt due according to the taxation year in question.
No withholding*
 Withholding at source on the savings income in form of interests carried out in Luxembourg in the favour of the effective beneficiaries, natural persons, who are fiscal resident from another member country of the European Union.

The rate of the withholding at source is 15 % during the first three years from 1st July 2005, 20 % during the three following years to pass to 35 % later on..

The tax withheld is charged in the country of residence of the effective beneficiary to the tax debt due according to the taxation year in question.
Idem SICAV/FCP/SICAR
Subscription tax and Fortune tax
Fortune tax : 0,5%
Yearly subscription tax : 0.05%
No
No

Yearly tax : 0,01%
Fortune tax : no

 There is no fortune tax
Concerning the subscription tax, the taxable amount is the sum of the paid-up capital, the premium and the debts exceeding 8 times the sum paid-up capital and premium existing on the 1st January.
The rate is 0,25 % per year with a minimum of 100 euros and a maximum of 125 000 euros.
The tax is payable quarterly (and in proportion per day for the first and the last financial year)
 Yearly subscription tax of 0,2 % on the value of the parts issued by the holding with a minimum of 48 €.
Capital duty
1% Exceptions :
- the incorporation of existing reserves
- Contribution of all an estate or a branch of activity
- Fusion Directive
- Contribution in securities of 65 % of the capital of a UE company (5 years) *
1250€ (fixed)
 At the constitution of the company, the capital duty is 1 % (0,5 % from 1st January 2008). However, there are possibilities of exemption :
- on the part of debts or advances towards third parties,
- at the meeting of the majority of the parts of a company having its head office in the EU (> 65%)
- at the head office transfer from a member state from the European Union to Luxembourg as far as a similar right has been received at the constitution
- at the transformation of a company from Luxembourg to an SPF (holding 1929, Soparfi …)
- at the incorporation of reserves or result brought forward to the capital
1 % Exceptions :
- the incorporation of existing reserves
- Contribution of all an estate or a branch of activity
- Fusion Directive
- Contribution in securities of 65 % of the capital of a UE company (5 years) *

*The information resumed can be the subject of errors or omissions without Fidomes being held responsible for this.
A particular analysis of this definite point is to acquire before any structuring or decision.
More generally, Fidomes delivers data as information which can be used by the reader only having acquired a lawful opinion on concrete case.

Dernière Màj/Last update : August 2007