Financial Services Luxembourg · licensed accountant · business permit 10077274 · RCS B213987

HOLDING & MULTI-ENTITY Article 166 LIR · multi-currency · Lux GAAP consolidation

Odoo for SOPARFI in Luxembourg:
holding companies, funds
and multi-entity consolidation.

FSL configures and operates Odoo Enterprise for Luxembourg SOPARFI, holding companies, family offices and financial holding companies. Native multi-company, multi-currency with automatic ECB rates, analytic axes for article 166 LIR traceability, Lux GAAP consolidation with intragroup eliminations, tailored quarterly investor reporting. Substance and ATAD compliance built in.

Native multi-company Multi-currency ECB Article 166 LIR tracking Lux GAAP consolidation ATAD substance 8,000 to 25,000 EUR excl. VAT
23,87% IRC + ICC rate
Luxembourg City 2026
0% On eligible dividends
art. 166 LIR
10% Minimum holding threshold
or €1.2M acquisition cost
12months Minimum
holding period
Question 01

What is a SOPARFI in Luxembourg in 2026?

A SOPARFI (Société de Participations Financières) is an ordinary Luxembourg commercial company, fully taxable at the corporate income tax rate (23,87 % combined IRC, employment fund contribution and ICC, Luxembourg City, 2026 tax year), that benefits from an exemption on dividends and capital gains from qualifying participations (article 166 LIR). It is the default architecture for structuring European and international participations, used by family offices, private equity funds and multinational groups.

A SOPARFI is not a regulated structure like an AIF or UCITS fund. It is a commercial company governed by the law of 10 August 1915 on commercial companies, distinguished only by its corporate purpose (acquiring, holding and managing participations) and its eligibility for the European parent-subsidiary regime. Most SOPARFI take the form of an S.à r.l. or an S.A.

Tax regime

01

SOPARFI subject to the combined rate of 23,87 % in Luxembourg City for the 2026 tax year (IRC 16%, employment fund contribution of 7% of IRC and ICC of 6.75%, IRC rate lowered from 17 to 16% by the law of 20 December 2024). Full exemption under article 166 LIR on dividends and capital gains from qualifying participations. Application of the EU Parent-Subsidiary Directive and of the tax treaty network (80+ countries).

  • IRC 16% (14% up to EUR 175,000 of taxable income)
  • ICC 6.75%
  • Art. 166 LIR
  • EU parent-subsidiary
  • 80+ treaties
  • WHT 15%

Structuring

02

SOPARFI structured as an S.à r.l. (minimum capital €12,000) or an S.A. (minimum capital €30,000). Often inserted between the investors and the target participations. For PE and VC, a SOPARFI is frequently combined with an SCSp or SCS fund vehicle.

  • S.à r.l.
  • S.A.
  • Capital 12-30k
  • SCSp fund
  • Lux substance
  • RCS LBR

Substance and compliance

03

Economic substance required by the ACD: effective management in Luxembourg, local expenses, human resources. ATAD 3 (Unshell directive) abandoned in June 2025, but substance is still enforced through GAAR, DAC 6 and the principal purpose test. FSL director services included.

  • ACD substance
  • GAAR
  • DAC 6
  • Principal purpose test
  • Lux director
  • Board minutes
QUESTION 02

Why Odoo rather than Sage BOB or Winbooks for a SOPARFI?

Three SOPARFI-specific reasons make Odoo superior to Sage BOB and Winbooks: native multi-company management (one Odoo instance for several group companies, with segregated access and group reporting), multi-currency with automatic ECB rates for participations in USD, CHF, GBP or other currencies, and native Lux GAAP consolidation with automatic intragroup eliminations. Sage BOB and Winbooks manage one company per database, which multiplies databases and complicates eliminations.

1 instance Multi-company
several companies
Auto ECB Multi-currency
daily rates
Native consolidation Intragroup
eliminations, auto
Odoo.sh Per-user licence
separate hosting
Advantage 01

Unique native multi-company

  • 1 Odoo instance, N companiesunlimited
  • Access segregated by companyRBAC
  • Separate charts of accountsif needed
  • Consolidated group reportingnative
Advantage 02

Multi-currency with ECB rates

  • Unlimited supported currenciesUSD, CHF, GBP...
  • Daily ECB rate, automaticAPI
  • Average and closing rateconsolidation
  • Exchange differences isolatedaccounts 666/766
Advantage 03

Lux GAAP consolidation

  • Configurable scope% holding
  • Automatic intragroup eliminationscurrent accounts
  • Lux GAAP adjustmentsfiscal positions
  • Consolidated annual accountseCDF
Advantage 04

Participation tracking

  • Analytic axis per participationmulti-dim
  • Acquisition date, cost priceart. 166
  • Holding percentage10% min
  • Eligibility reportingdashboard
Question 03

How does Odoo manage several companies of a SOPARFI group in one instance?

Odoo Enterprise manages several companies (multi-company) in a single instance, with segregated user access, separate charts of accounts where needed, and native consolidated group reporting. Each company in the SOPARFI group has its own financial year, its own VAT, its own legal journals, but shares the user base and common reference data (group partners, participation analytic axes). Switching from one company to another takes one click from the application bar.

Typical SOPARFI multi-company architecture on Odoo: one holding company (parent SOPARFI), 2 to 8 portfolio companies (direct participations), possibly an SCSp vehicle for private equity leverage. Each company is configured with its own financial year, its PCN 2020 chart of accounts and its legal journals. Intragroup transactions (current accounts, royalties, dividends) are entered once and automatically recorded on both sides.

Parent SOPARFI

Holding Luxembourg Sàrl

Form
S.à r.l.
Capital
12,000 EUR
RCS
B-XXX-XXX
Currency
EUR
VAT
LU XXXXX
Accounting
Lux GAAP
Head company of the group
Participation 01

French subsidiary SAS

Country
France
Form
SAS
Holding
100%
Acq. date
2022-03-15
Cost price
2,500,000 EUR
Currency
EUR
Art. 166 eligible (12+ months, ≥10%)
Participation 02

Italian subsidiary Srl

Country
Italy
Form
S.r.l.
Holding
15%
Acq. date
2021-09-30
Cost price
8,500,000 EUR
Currency
EUR
Art. 166 eligible (capital gains €6M+)
Participation 03

Tech Investment Inc.

Country
USA Delaware
Form
Inc.
Holding
12%
Acq. date
2025-01-20
Cost price
3,200,000 USD
Currency
USD ($ → € ECB)
12-month holding test (ongoing)
Participation 04

Swiss Real Estate AG

Country
Switzerland
Form
AG
Holding
8%
Acq. date
2023-06-12
Cost price
1,800,000 CHF
Currency
CHF (ECB rate)
Below the 10% and €1.2M thresholds
Fund vehicle

PE Vehicle SCSp

Form
SCSp
Type
RAIF
GP
Parent SOPARFI
Investors
International LPs
Currency
EUR
Reporting
Quarterly NAV
RAIF: managed by an authorised AIFM
Question 04

How Odoo helps apply article 166 LIR (participation exemption)?

Odoo does not automate the article 166 LIR eligibility test (which depends on the 10% or €1.2M threshold for dividends, €6M for capital gains, and 12 months of continuous holding), but it lets you track each participation with its acquisition date, cost price, holding percentage and currency through analytic axes. FSL manually validates eligibility before the tax treatment of dividends and capital gains in the annual IRC return. This human validation remains mandatory because eligibility depends on ACD case law.

Step 01 Odoo participation tracking Analytic axis “Participation X” with acq. date, cost price, % holding, currency.
Step 02 Dividend receipt Entered in Odoo with the source participation matched through the analytic axis. PSD2 bank feed or manual transfer.
Step 03 FSL eligibility test Manual validation: 10% or €1.2M threshold met, 12-month period respected, eligible subsidiary (fully taxable capital company).
Step 04 IRC adjustment Accounting reclassification of the exempt dividend plus tax adjustment in the annual IRC return (form 500 and appendices).
Statutory reference

Article 166 LIR (amended Law of 4 December 1967 on income tax), Grand-Ducal Regulation of 21 December 2001 implementing article 166 paragraph 9 LIR. Cumulative conditions: SOPARFI fully taxable, subsidiary a fully taxable capital company or covered by the EU Parent-Subsidiary Directive, threshold of 10% of the capital or €1.2M acquisition cost for dividends (€6M for capital gains), 12 months of continuous holding. The ACD case law may change how the rules apply in practice.

Question 05

Can Odoo handle consolidation under Lux GAAP for a SOPARFI group?

Yes, Odoo Enterprise includes the Consolidation module, which aggregates the accounts of several group companies with automatic intragroup eliminations. Lux GAAP-specific adjustments (valuation methods, treatment of participations, article 164bis tax unity) are performed by FSL through fiscal positions and analytic adjustment. For sophisticated IFRS consolidation (acquisitions, complex goodwill, IFRS 16 leasing), Odoo can be combined with a dedicated tool such as Talentia CPM.

The Luxembourg tax unity regime provided for in article 164bis LIR allows losses and profits to be offset within the integration scope, provided the parent company holds at least 95% of the voting rights of the integrated subsidiaries. FSL configures Odoo to reflect this scope, but the decision to opt for tax unity remains a strategic tax decision, taken in consultation with the accountant and the group's tax director.

Consolidation scope

01

Scope set up by company with holding percentage and consolidation method (full, proportionate, equity method). FSL applies the standard Lux GAAP thresholds but the operator can adjust each participation manually.

  • Full conso.
  • Prop. conso.
  • Equity method
  • % holding
  • Lux methods
  • Scope changes

Intragroup eliminations

02

Automatic elimination of intragroup transactions: intercompany current accounts, intragroup dividends, internal capital gains, reciprocal expenses and income. Odoo detects the transactions flagged “intragroup” in the analytic axes and neutralises them on consolidation.

  • Current accounts
  • IG dividends
  • Internal gains
  • Recip. expenses
  • Auto-detection
  • Audit trail

Lux GAAP consolidated accounts

03

Production of the consolidated Lux GAAP balance sheet and profit and loss account, in line with the amended law of 19 December 2002. Reconciliation table from the PCN to the consolidated balance sheet. eCDF export for filing with the RCS (Luxembourg Business Registers). Consolidated notes with participation details.

  • Consolidated balance sheet
  • Consolidated P&L
  • Lux GAAP notes
  • Reconciliation table
  • eCDF filing
  • 2002 Law
Question 06

What substance Odoo helps demonstrate for a Luxembourg SOPARFI?

ATAD 3 (Unshell directive) was abandoned in June 2025, but substance is still enforced through GAAR, DAC 6 and the principal purpose test. Odoo helps evidence Luxembourg economic substance through: traceability of board decisions in Odoo Documents, archiving of board meetings and minutes, logging of day-to-day transactions on the Luxembourg side, and tracking of local expenses (rent, salaries, Luxembourg services) via the analytic plan. FSL produces the annual substance file on this basis.

Human substance and governance

  • FSL director services included (Luxembourg resident)
  • Documented quarterly board meetings
  • Minutes archived in Odoo Documents
  • Address 142 Boulevard de la Pétrusse, L-2330 Luxembourg
  • Active Luxembourg phone and email
  • Employees or genuine services in Luxembourg

Operational and financial substance

  • Active Luxembourg bank account (BIL, BCEE, BGL, ING)
  • Local expenses recorded in the analytic plan
  • Invoicing of participations from Luxembourg
  • Daily cash management on Odoo
  • Monthly bookkeeping on Odoo in Luxembourg
  • VAT and IRC returns filed from Luxembourg

DAC 6 compliance and reporting

  • Identification of DAC 6 cross-border arrangements
  • Reporting of hallmarks A to E to the ACD where applicable
  • Transfer pricing documentation (Pillar 1 and 2)
  • CbCR (Country-by-Country Reporting) if the €750 million threshold is met
  • FSL produces the annual BEPS documentation

Bill 8590 carried interest 2026

  • Contractual carried interest: taxed at 1/4 of the global rate
  • Carry linked to a participation: capital gains framework
  • Wider scope of beneficiaries since 2026
  • Structuring implications for PE sponsors
  • FSL adapts the Odoo setup to the chosen vehicle
Question 07

How does Odoo handle quarterly investor reporting?

Odoo Spreadsheet makes it possible to produce tailored quarterly board packs and investor reports (NAV, performance by participation, allocations, financial KPIs) from real-time accounting data. FSL designs the initial bespoke template, then maintains it automatically. For CSSF-regulated funds requiring an official NAV calculation, Odoo can be interfaced with specialised NAV reporting solutions via REST API.

Quarterly board pack

01

Automated production of the quarterly PDF board pack: financial summary, performance by participation, movements for the period, cash projection, risk indicators. Template customised by FSL to the specific KPIs of the investor mandate.

  • Auto PDF
  • 15-25 pages
  • Financial summary
  • Participation perf.
  • Cash projection
  • Risk KPIs

NAV and performance

02

NAV (Net Asset Value) calculation by participation and at group level, performance gross and net of fees, IRR and MOIC for private equity vehicles. Held-for-sale treatment, fair value mark-to-market for listed participations. Validation by FSL before publication.

  • Participation NAV
  • Group NAV
  • IRR / MOIC
  • Held for sale
  • Mark-to-market
  • FSL review

Investor data room

03

A secure Odoo Documents portal for LPs and investors: quarterly board packs, audited annual accounts, investor letters, capital calls, distributions. Access segregated by investor with audit trail.

  • Secure portal
  • Board packs
  • Capital calls
  • Distributions
  • Audit trail
  • Segregation
Question 08

Which Odoo SOPARFI pack should you choose?

FSL offers three fixed-scope packs for the Odoo SOPARFI setup, depending on the complexity of your structure: Single Holding pack €8,000 excl. VAT for a single-company SOPARFI with 2 to 4 participations, Multi-entity pack €15,000 excl. VAT for 2 to 5 group companies with consolidation, Complex Group pack €25,000 excl. VAT for 6+ entities, advanced multi-currency and quarterly investor reporting. All include the free initial review, the setup, the import of 2 financial years of history and team training.

Pack 01 · Single holding

Single-company SOPARFI
2-4 participations

8,000 EUR excl. VAT, one-off

For a single-company SOPARFI holding 2 to 4 direct participations. Personal wealth holding, simple family office, personal investment structure.

  • Free initial review + scoping
  • Odoo.sh instance provisioned
  • PCN 2020 chart of accounts + participation analytic axes
  • Automatic ECB multi-currency (up to 3 currencies)
  • Art. 166 LIR tracking
  • PSD2 bank feed, 1 bank
  • 4h hands-on training
  • Go-live within 4-5 weeks
Choose Single holding →
Pack 03 · Complex group

Advanced group
6+ entities, PE funds

25,000 EUR excl. VAT, one-off

For complex groups: 6+ entities, SCSp fund vehicle (RAIF, SIF or SICAR), advanced multi-currency, tailored quarterly investor reporting, article 164bis LIR tax unity.

  • Everything in Multi-entity
  • Unlimited multi-company
  • Lux GAAP consolidation + optional IFRS
  • Tailored quarterly investor reporting
  • NAV calculation, PE IRR / MOIC
  • Secure investor data room
  • Third-party tool integration (Talentia, eFront)
  • Custom REST API
  • 12h training + 3 months priority support
Choose Complex group →
Monthly accounting firm fees. The setup packs are one-off services. FSL's monthly fees for bookkeeping, tax follow-up, directorship and investor reporting are invoiced separately: €600 to €3,500/month depending on profile (volume of entries, number of companies, reporting complexity). Odoo licence re-invoiced without margin at ~€20/user/month. No minimum commitment period imposed.
Question 09

Odoo FAQ SOPARFI Luxembourg

Eight questions marked up with FAQPage Schema.org for reading by search engines and AI assistants. All tax references (article 166 LIR, Bill 8590, ATAD 3) are sourced from official 2026 Luxembourg legislation.

What is a SOPARFI in Luxembourg in 2026? +
A SOPARFI in Luxembourg is an ordinary, fully taxable commercial company whose purpose is to hold and manage participations, and which benefits from an exemption on dividends and capital gains from qualifying participations under article 166 LIR. It is the default architecture for structuring European and international participations.
Why use Odoo rather than Sage BOB or Winbooks for a SOPARFI? +
Using Odoo rather than Sage BOB or Winbooks for a SOPARFI is justified by three functions: native multi-company in a single instance, multi-currency at ECB rates for foreign participations, and consolidation with intragroup eliminations. Sage BOB and Winbooks manage one company per database, which complicates the management of holding companies.
How does Odoo handle article 166 LIR (participation exemption)? +
Odoo does not automate the article 166 LIR eligibility test, but it lets you trace each participation through an analytic axis carrying its acquisition date, cost price, holding percentage and currency. Validation is still carried out by an accountant. FSL manually validates eligibility before the tax treatment in the IRC return.
Can Odoo handle Lux GAAP consolidation? +
Odoo handles Lux GAAP consolidation through its Consolidation module, which aggregates the accounts of several group companies with automatic intragroup eliminations. Specific adjustments are performed by FSL through fiscal positions and analytic adjustment. Lux GAAP-specific adjustments are performed by FSL through fiscal positions and analytic adjustment. For sophisticated IFRS consolidation (complex goodwill), Odoo can be combined with a dedicated tool such as Talentia CPM.
How much does Odoo cost for a SOPARFI in Luxembourg? +
Odoo for a SOPARFI in Luxembourg costs €8,000 excl. VAT for the single-company Holding pack, €15,000 excl. VAT for the Multi-entity pack covering two to five consolidated companies, and €25,000 excl. VAT for the Complex Group pack beyond six entities. FSL monthly accounting firm fees €600-3,500/month depending on profile. Odoo licence re-invoiced without margin at ~€20/user/month.
What substance does Odoo help demonstrate for a SOPARFI? +
Odoo helps demonstrate a SOPARFI's substance by evidencing governance decisions and local activity: minutes archived in Documents, logging of day-to-day transactions on the Luxembourg side, tracking of local expenses via the analytic plan. Odoo helps evidence substance through: traceability of board decisions in Odoo Documents, archiving of board meetings, logging of day-to-day transactions on the Luxembourg side, and tracking of local expenses via the analytic plan.
Does Odoo handle quarterly investor reporting? +
Odoo handles quarterly investor reporting through its Spreadsheet module, which produces tailored board packs from real-time accounting data: net asset value, performance by participation, allocations and financial indicators. Odoo Spreadsheet makes it possible to produce tailored quarterly board packs and investor reports (NAV, performance by participation, allocations, financial KPIs) from real-time accounting data. FSL designs the initial bespoke template. For CSSF-regulated funds, FSL can interface Odoo with specialised NAV reporting solutions.
Can FSL set up my SOPARFI and deliver it pre-configured on Odoo? +
FSL sets up your SOPARFI and delivers it pre-configured on Odoo in four to six weeks: incorporation before a notary, registration with the RCS (Luxembourg Business Registers), VAT registration, opening of the Luxembourg bank account, then an Odoo instance configured with the PCN 2020 chart of accounts. FSL offers an integrated SOPARFI incorporation + Odoo setup service, delivered turnkey. Standard lead time is 4 to 6 weeks from signature of the engagement to the first entry in Odoo: incorporation before a notary, registration with the RCS and VAT registration, Luxembourg bank account opened (BIL, BCEE, BGL or ING), Odoo licence activated, PCN 2020 chart of accounts configured, participation analytic axes set up.

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