STRUCTURING, 01Aut. 10077274 · 142 Boulevard de la Pétrusse, Luxembourg

Strategic structuring in Luxembourg, the right structure, defensible and durable.

Strategic structuring is the design of the legal, tax and operational architecture best suited to your goal: holding, investment, acquisition or succession. We select the vehicle, give it substance and keep it compliant. FSL designs the structure, substance, accounting and compliance; legal opinions and reserved acts are coordinated with our partner lawyers and notaries.

In short

Strategic structuring is the coordinated design of a Luxembourg structure, choice of form and vehicle (SOPARFI, holding, fund, SCSp), applicable taxation, substance and governance, driven by a wealth or investment objective. It aims for an efficient, ATAD-defensible and durable structure.

Legal basis

Forms and vehicles governed by the amended law of 10 August 1915; participation regime art. 166 LIR; substance and anti-abuse under the ATAD directives (laws of 21 December 2018 and 20 December 2019). Fund vehicles fall under dedicated frameworks (AIFM law of 12 July 2013, RAIF, SIF, SICAR).

Key takeaway

  • The structure must serve the objective, start from the need, not the vehicle.
  • ATAD substance conditions the efficiency and defensibility of the structure.
  • FSL structures and coordinates; reserved acts belong to the lawyer and notary.

Who this is for

  • International groups designing European ownership
  • Investors (private equity, real estate, venture capital)
  • Family offices and entrepreneurs structuring an estate
  • Buyers and sellers preparing an acquisition or an exit

What we do

  • Objective scoping and selection of the right vehicle
  • Ownership architecture and flow design (dividends, interest, gains)
  • Calibration of ATAD substance and governance
  • Accounting, tax and compliance set-up
  • Coordination of legal opinions and notarial acts with our partners

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Preparation checklist

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The process, step by step

01

Diagnostic & objective

Analysis of the objective (holding, investment, acquisition, succession), jurisdictions and constraints.

02

Design

Vehicle and form selection, ownership and flow scheme, target tax treatment and substance level.

03

Implementation

Coordinated incorporation (notary), substance, accounting, tax and compliance.

04

Monitoring

Governance, reporting and adaptation of the structure over time.

FAQ

Frequently asked questions

What is strategic structuring?
The design of the legal, tax and operational architecture of a Luxembourg structure to serve a precise objective (holding, investment, acquisition, succession), with the required substance and compliance.
Which vehicle should I choose?
It depends on the objective: SOPARFI or holding for participations, RAIF/SIF/SICAR/SCSp to raise and invest, dedicated structures for real estate or acquisitions. We scope the choice with you.
Do you carry out the legal acts?
We design and coordinate the structure, substance, accounting and compliance; legal opinions and reserved acts (notary) are handled by our partner lawyers and notaries.
Is substance essential?
Yes. Since ATAD, a structure without real substance risks losing tax benefits and treaty access. Substance is built in from the design stage.
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