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. FSL designs the structure, substance, accounting and compliance; legal opinions and reserved acts are coordinated with our partner lawyers and notaries.
Acquisition structuring organises the purchase of a target through a Luxembourg vehicle: vehicle selection and incorporation, equity/debt mix, interest treatment, and preparation of a future disposal (participation exemption on the gain).
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
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Preparation checklist
Get the list of documents and steps to start without friction.
Frequently asked questions
Which vehicle for an acquisition?
Can acquisition financing interest be deducted?
How is the exit prepared?
Do you carry out the acquisition deeds?
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