STRUCTURING, 06Aut. 10077274 · 142 Boulevard de la Pétrusse, Luxembourg

Real estate structuring in Luxembourg, property ownership and investment.

Real estate structuring organises asset ownership (PropCo/HoldCo scheme or real estate fund), financing and taxation, depending on whether you invest directly or through a collective vehicle. FSL designs the structure, substance, accounting and compliance; legal opinions and reserved acts are coordinated with our partner lawyers and notaries.

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In short

Real estate structuring organises the ownership of property assets through Luxembourg companies (PropCo holding the asset, a top HoldCo) or through a regulated real estate fund (RAIF/SIF). It covers financing, flows and the tax treatment of income and gains.

Reviewed by Mickaël LOCManaging Director · Licensed fiduciary 10077274 · Updated 2026ProfileLinkedIn
Legal basis

Companies governed by the law of 10 August 1915; participation exemption art. 166 LIR on PropCo shares; fund vehicles (RAIF law of 23 July 2016, SIF law of 13 February 2007). The direct sale of a Luxembourg property is subject to registration and transcription duties; share deals and asset deals have distinct treatments to analyse.

Key takeaway

  • Ownership is structured directly (PropCo/HoldCo) or via a regulated real estate fund.
  • Share deals and asset deals have distinct tax treatments to weigh.
  • The participation exemption may apply to PropCo shares.

Who this is for

  • Real estate investors and co-investment clubs
  • Real estate funds and developers
  • Family offices holding a property portfolio
  • Groups structuring an asset base

What we do

  • PropCo / HoldCo ownership scheme or real estate fund
  • Financing (equity, debt) and flow scheme
  • Tax scoping of rental income and capital gains
  • Substance, accounting and compliance
  • Coordination of notarial and acquisition acts with our partners

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Preparation checklist

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FAQ

Frequently asked questions

How to structure a real estate investment in Luxembourg?
Directly via a PropCo scheme (a company holding the asset) under a HoldCo, or via a regulated real estate fund (RAIF/SIF) to pool several investors.
What is the difference between a share deal and an asset deal?
An asset deal concerns the property (registration and transcription duties); a share deal concerns the PropCo shares (participation regime). The treatments differ and must be weighed.
Is a real estate fund relevant?
For several investors or assets, a real estate RAIF or SIF offers a regulated, pooled framework managed by an AIFM. For a single asset, a PropCo/HoldCo scheme is often sufficient.
Do you handle real estate accounting?
Yes: company or fund accounting, income and cost tracking, and compliance, coordinated with the notary for the deeds.
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