Acquisition structuring in Luxembourg, vehicle, financing and exit.
Acquisition structuring sets up the acquisition vehicle (often a SOPARFI), its equity and debt financing, and prepares an efficient exit, within the ATAD interest limitation rule. Financial Services Luxembourg designs the structure, substance, accounting and compliance; legal opinions and reserved acts are coordinated with our partner lawyers and notaries.
Reply within 24 h · NDA on request before any confidential document
Acquisition structuring in Luxembourg is the organisation of a target company's purchase through a Luxembourg acquisition vehicle, covering the choice of vehicle, the equity and debt mix and the tax treatment of interest. It also prepares the exit, since the gain on a later disposal of the target can fall within the participation exemption.
Vehicle governed by the law of 10 August 1915; participation exemption on the exit gain art. 166 LIR; interest deduction limitation rule art. 168bis LIR from ATAD; transfer pricing documentation on the financing.
Key takeaway
- The Luxembourg acquisition vehicle is generally a SOPARFI.
- Interest deductibility is framed by art. 168bis LIR (ATAD).
- The exit can benefit from the participation exemption on the gain.
Who this is for
- Private equity funds and investors
- Groups pursuing acquisitions
- Buyers (MBO, build-up)
- Family offices co-investing in deals
What we do
- Set-up of the acquisition vehicle (SOPARFI)
- Financing structuring (equity, debt, hybrid instruments)
- Interest and deduction-limitation scoping (art. 168bis LIR)
- Exit preparation and capital-gain exemption
- Accounting, post-acquisition integration and compliance
Ready to structure your acquisition structuring?
First reply within 24 working hours, from a named adviser. Firm quote within 48 working hours once the scope is defined. NDA on request before any confidential document.
Official sources and verification
This page is published under the editorial responsibility of Mickaël LOC for Financial Services Luxembourg (business permit 10077274). The rules cited should be checked against competent authorities and the circumstances of the case.
Frequently asked questions
Which vehicle for an acquisition?
Most often a SOPARFI, which holds the target, carries the financing and benefits from the participation exemption on the future disposal gain.
Can acquisition financing interest be deducted?
Within the interest deduction limitation rule (art. 168bis LIR) transposed from ATAD, and subject to transfer pricing. We scope the equity/debt mix accordingly.
How is the exit prepared?
By structuring ownership so the shares can be sold while benefiting, under conditions, from the capital-gains exemption (art. 166 LIR).
Do you carry out the acquisition deeds?
We structure and coordinate; legal and notarial acts are handled by our partner lawyers and notaries.
Request a quote: Acquisition structuring
First reply within 24 working hours, from a named adviser. NDA on request before any confidential document.