Luxembourg company setup, what's your thoughts?

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blizz

Mentor Group Gold
Now we have talked a lot about Swiss company formation in this area. I was wondering what your thoughts are about Luxembourg?

The benelux countries mentioned here already are not really discussing the Luxembourg benefits their have been in the past and may still be there.

They are known for a low- or no corporate tax at all, high privacy and almost no issues to transfer money around the world.

When I do my flag theory drawings I came across Luxembourg, some input maybe?
 

cuno

Mentor Group Gold
You have also a well known service

they are very responsive to me in the past.

But as you may know, Luxembourg is part of the EU, that may be the reason for why people don't discuss this little point on the map.
You want to look into Liechtenstein, they, as well as Switzerland and Norway are not part of the EU!
 

sonato

Offshore Agent
Mentor Group Gold
But as you may know, Luxembourg is part of the EU,
I would agree, it's not that good to setup something in the EU if the purpose is asset protection. Maybe some Gurus can explain what an Luxembourg entity could be useful for, if at all.
 

Nicholas Van Orton

Entrepreneur
First things first, I have a company in Luxembourg, which is up for sale.

Setting-up costs vary amongst CSPs, and wildly. For a typical SàRL (LLC), you need €15K deposit in a consignment account as share capital before you go to the notary. Then you add the agent fees + the notary fees. Notary fees are about €1,5K and agent fees can range from €12-15K (our case) up to €50-60K (the so-called big firms). Biggest problem of al, in my opinion, is not the money you invest in setting it up, it is the time the process consumes. It took us over 3 months (and believe me, weeks add up very weekly when you need this or the other document signed and stamped) to get it done, and I felt we were rather 'quick', as we had someone in the ground to deliver the docs quickly.

The good thing about Luxembourg is that they have introduced the option for small SàRLs to act as tokenization/securitization vehicles, meaning the company can legally issue private tokens/shares and sell them out in the open. What this de facto means is that you may create your own private fund without the accounting and administrative complications of such structures or changes in the shareholder capital base. And since these vehicles are tax transparent in Luxembourg (0% taxes), I see it as a very efficient and usually disregarded option for offshore setups.

NVO

I would agree, it's not that good to setup something in the EU if the purpose is asset protection. Maybe some Gurus can explain what an Luxembourg entity could be useful for, if at all.
I'm not a guru, but I believe what I said in my post does shed some light. Luxembourg may be part of the EU, but it has its own personality (thus far, at least) which can be beneficial if planning to set it up the right way.
 

saponaire

New member
First things first, I have a company in Luxembourg, which is up for sale.

Setting-up costs vary amongst CSPs, and wildly. For a typical SàRL (LLC), you need €15K deposit in a consignment account as share capital before you go to the notary. Then you add the agent fees + the notary fees. Notary fees are about €1,5K and agent fees can range from €12-15K (our case) up to €50-60K (the so-called big firms). Biggest problem of al, in my opinion, is not the money you invest in setting it up, it is the time the process consumes. It took us over 3 months (and believe me, weeks add up very weekly when you need this or the other document signed and stamped) to get it done, and I felt we were rather 'quick', as we had someone in the ground to deliver the docs quickly.

The good thing about Luxembourg is that they have introduced the option for small SàRLs to act as tokenization/securitization vehicles, meaning the company can legally issue private tokens/shares and sell them out in the open. What this de facto means is that you may create your own private fund without the accounting and administrative complications of such structures or changes in the shareholder capital base. And since these vehicles are tax transparent in Luxembourg (0% taxes), I see it as a very efficient and usually disregarded option for offshore setups.

NVO


I'm not a guru, but I believe what I said in my post does shed some light. Luxembourg may be part of the EU, but it has its own personality (thus far, at least) which can be beneficial if planning to set it up the right way.
can you tell us more about the sarl option you mentioned?
 

Nicholas Van Orton

Entrepreneur
can you tell us more about the sarl option you mentioned?
Hello, it is a plain SàRL, with 2-yr clean track record and a bank account opened at a private Swiss bank (it can only be maintained on a USD1MM deposit from new owners, else I suggest OlkyPay as the banking solution -fast and reliable for LUX companies-). CSP is good and well-priced (includes audit and filing of annual accounts + anything in-between). The upside as I mentioned is that it can be converted into a securitization/tokenization tax transparent (0%) vehicle by amending the articles of incorporation (takes one week tops).

I don't know if there is anything else you'd want me to add, feel free to ask (as long as this doesn't contravene the forum rules).

NVO
 

kranj99

New member
We have a client looking to set up a PE Fund in Luxembourg. We are recommending a sort of Special LP (SCSp) - main advantage is that it is not regulated, yet can qualify under AIFM directives and no approval needed from the state authority CSSF. Also ISIN and Bloomberg tickers can be allocated to the SCSp structure. So if looking for a fund setup, then Luxembourg is very interesting. But if looking for more traditional business models, LU may not be very suitable if on a budget.
 

Nicholas Van Orton

Entrepreneur
We have a client looking to set up a PE Fund in Luxembourg. We are recommending a sort of Special LP (SCSp) - main advantage is that it is not regulated, yet can qualify under AIFM directives and no approval needed from the state authority CSSF. Also ISIN and Bloomberg tickers can be allocated to the SCSp structure. So if looking for a fund setup, then Luxembourg is very interesting. But if looking for more traditional business models, LU may not be very suitable if on a budget.
Agreed, but AIFMs tax transparent and exempt from 'strict' or normal CSSF regulation, are limited to €100M AUM. If planning to go beyond that, then a full setup is required, and maybe Luxembourg loses a big part of its appeal. However, with the tokenization(securitization option, there are no actual limits and for a PE-style fund might be worth a look. Of course, if ISIN and Bloomberg tickers are of the essence, then not a good option.

NVO
 

kranj99

New member
Indeed on the 100M AUM, but as far as I know this is only if the AUM is Luxembourg based. While I'm not 100% sure, I believe foreign assets are not subjected to this Furthermore if it is a closed-end fund, I believe the limit is 500M (LU assets again) - but I admit I'm not fully certain of this, so I apologies in advance if I have this wrong. I need to check with my legal advisor, but each call to him is a billable activity, so I try not to make so many calls!
 

saponaire

New member
The Securitization vehicle seems way more interesting.. it give you 0 tax while trading, differently from the SCSp which depending on where you are it might be transparent.

There is an issue with the securitization vehicle though, whatever you securitize must have single strategy.. what are you using it for?

My take: partnerships are a mess
 

kranj99

New member
The Securitization vehicle seems way more interesting.. it give you 0 tax while trading, differently from the SCSp which depending on where you are it might be transparent.

There is an issue with the securitization vehicle though, whatever you securitize must have single strategy.. what are you using it for?

My take: partnerships are a mess
True - I'm not a fan of partnerships neither. In this particular case though, our client is a non-EU Private Equity firm and we have found that it is easier to get them in front of EU investors (non institutionals, and so mainly family offices) if they have an EU setup like the Lux SCSp structure. The types of firms I'm dealing with are setting up funds that are too small for institutional capital and so the smallish AUM of these funds are geared towards EU family offices - some of whom have internal governance restrictions that prevent them from investing outside the EU. The SCSp allows such offices to get exposure to certain non-EU assets through an EU regulated fund and this keeps their compliance teams happy in a way. So this set up has nothing to do with tax optimization or anything, but rather just a set up to make things easier between a bunch of very different parties!
 

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