Private Equity Structure

Structuring private equity investments and private equity firms

When it comes to structuring private equity companies, private equity firms and private equity deals, Luxembourg is recognised as a particularly advantageous jurisdiction thanks to its flexible legal and tax environment.

Investors, promoters, private equity firms, and family offices that opt for  Luxembourg as a base for their private equity structure can choose between different structures:

  • SOPARFI (Sociétés de Participations Financières) is a vehicle dedicated to private equity deals. The SOPARFI can acquire private equity investments in an efficient tax manner with a minimal legal and administrative burden.

  • SLP (special limited partnership) which is a vehicle dedicated to co-investment, partnership investment. It is tax transparent and has become one of the most flexible and sought after company structures that promoters set up  in Luxembourg.

Company Equity or Debt Instruments:

Promoters, investors and private equity firms may prefer Luxembourg for a variety of reasons:

  • no minimum capital for partnerships. The minimum capital for an S.A./S.C.A. is EUR 30.000 (minimum ¼ paid in) and for a S.à r.l. EUR 12.000  (fully paid in) and these can be represented in a non-euro currency

  • investors can incorporate the company by contribution in cash or in kind. No capital duty applies on incorporation

  • general partnership vehicles can be incorporated

  • an external auditor valuation is mandatory only for SA/SCA but not for a S.à r.l.  or for partnerships

  • the vehicle's shares may be listed on the Luxembourg Stock Exchange (or on any stock exchange abroad)

  • capital premium may be used. Contributions must not necessarily be represented by an increase in capital or issuance of shares

  • no debt equity/ratio but an 85:15 ratio in some cases.(subject to TP Analysis)

Each of the above mentioned vehicles is also allowed to issue any type of debt instruments providing opportunities for financing:

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