Luxembourg has long been a hub for family private wealth management, providing various legal structures to meet the needs of international investors. One such entity is the Société de gestion de Patrimoine Familial (SPF), which is specifically designed to facilitate family wealth management. However, the SPF’s activities are tightly regulated to ensure it does not stray into commercial activities. Understanding these limitations is crucial for families and wealth managers looking to maximize the benefits of this legal structure.
Damalion shows you the permitted activities of an SPF, the types of assets it can hold, and its limitations regarding commercial operations.
What is the Luxembourg family holding SPF?
An SPF is a family private wealth management company in Luxembourg that was established to serve individuals and family offices. Its primary function is to acquire, hold, and manage financial assets. However, it is prohibited from engaging in any commercial activities or managing companies. The Société de Gestion de Patrimoine Familial (SPF) is often chosen for its simplicity and tax benefits, as it is exempt from corporate income tax, wealth tax, and VAT, under specific conditions. Nevertheless, the tax benefits come with strict rules, which define the boundaries of its permissible activities.
Permitted financial activities of an SPF
SPFs are limited to passive financial activities, which means they are strictly prohibited from engaging in any form of commercial trading. Their scope is restricted to the acquisition, management, and disposal of financial assets. This enables an SPF to focus on wealth preservation and growth without involving itself in operational business activities.
Key financial assets an SPF can hold
- Shares or Equivalents in Companies
A Luxembourg SPF can hold shares or equivalents in both public and private companies, including SOPARFIs (Société de Participations Financières).
SOPARFIs are a common structure in Luxembourg, primarily designed for holding and managing assets, similar to an SPF but without its strict limitations on commercial activities.
- Bonds
Bonds are a primary asset that an SPF can hold. Bonds serve as a low-risk, steady investment option that aligns with the passive investment strategy of an SPF. - Warrants and Derivatives
SPFs can invest in warrants and derivatives, including put/call options on securities, indexes, and currencies. However, this must be part of a passive strategy. Active trading or management of such assets would violate the SPF’s legal framework. - Interests in Securitisation and Investment Funds
Investment in securitisation vehicles and investment funds is permitted. Many SPFs choose this route for diversified, low-risk investments. - Deposit Accounts
An SPF may also hold deposit accounts, making it a versatile tool for managing cash and liquid assets.
Prohibited activities of an SPF
While the SPF provides flexibility in managing financial assets, there are several restrictions in place to prevent it from functioning as a commercial entity. The SPF cannot, under any circumstances, engage in commercial trading activities. Additionally, it cannot hold intellectual property, real estate, or any asset that would be used for business purposes. These restrictions ensure that the SPF remains a vehicle solely for private wealth management.
No Real Estate Holdings
One of the most significant limitations on an SPF is that it cannot hold real estate. This is a key differentiator from other Luxembourg structures like the SOPARFI, which can engage in real estate activities.
No Interest-Bearing Loans
Another notable restriction is that an SPF cannot grant interest-bearing loans. This rule is designed to prevent the SPF from engaging in any activity that resembles a commercial business. While the SPF can provide funding to related parties, such loans must be interest-free to comply with the regulations.
Consequences of non-compliance
An SPF that violates these restrictions risks severe penalties. If found to be engaging in prohibited activities, the SPF may lose its tax-exempt status, leading to significant financial consequences for its shareholders. Therefore, it is crucial for SPFs to stay within the boundaries set by Luxembourg law.
Advantages of a Luxembourg SPF
Despite its limitations, an SPF remains an attractive option for private wealth management due to its numerous advantages:
- Tax Benefits
SPFs are exempt from corporate income tax, municipal business tax, wealth tax, and VAT, making them a highly tax-efficient vehicle for managing family wealth. - Simplicity
The SPF is a straightforward structure with minimal reporting requirements, making it easy to manage and maintain compared to more complex legal entities. - Asset Protection
By separating personal wealth into an SPF, families can better protect their assets from personal liabilities. This can be especially valuable in cross-border situations, where legal risks are heightened.
How Does the SPF compare to SOPARFI?
While both SPFs and SOPARFIs are popular legal structures for asset management in Luxembourg, they cater to different needs. The SOPARFI, unlike the SPF, can engage in commercial activities, including holding real estate and intellectual property. However, the SOPARFI does not enjoy the same level of tax benefits as the SPF. For families focused solely on passive wealth management, the SPF is usually the more attractive option. For those looking for a more versatile structure, the SOPARFI may be a better fit.
The Luxembourg SPF is a powerful tool for families looking to manage their wealth in a tax-efficient manner. By focusing exclusively on passive investment activities, the SPF offers simplicity, tax benefits, and asset protection. However, it is crucial to understand its limitations. The SPF cannot engage in commercial activities, hold real estate, or grant interest-bearing loans. Non-compliance can result in severe penalties, making it essential for SPF holders to stay within the bounds of Luxembourg law.
For families seeking a legally sound and tax-efficient way to manage their financial assets, the SPF offers a well-regulated option with clear advantages. However, it is always recommended to consult with legal and financial advisors to ensure the structure fits within your broader wealth management strategy.
Damalion helps international families and entrepreneurs to protect their assets and maintain their wealth by setting up their Luxembourg private wealth management with bank account. Contact your Damalion expert now.
This information is not intended to be a substitute for specific individualized tax or legal advice. We suggest that you discuss your specific situation with a qualified tax or legal advisor.
What is a Luxembourg SPF and when should you use it?
Before selecting this vehicle, align your objectives with its private wealth purpose so decisions remain consistent during onboarding and operations.
- Private wealth holding company for eligible investors
- Holds financial assets and does not run commercial operations
- Subject to a yearly subscription tax on net assets rather than standard corporate income taxes
For a broader introduction, review the SPF overview and compare with Luxembourg SOPARFI and RAIF taxation when investment goals differ.
Which financial activities are permitted for an SPF?
Use the following list to define a clear asset policy and supporting documentation.
- Holding financial instruments. Shares, bonds, fund units, money market instruments, and similar securities held for wealth management.
- Cash and deposits. Multi-currency accounts, term deposits, and treasury placements aligned with a written policy.
- Intragroup financial holdings. Equity or debt interests in wealth vehicles that are consistent with the SPF’s non-commercial scope.
- Portfolio rebalancing. Subscriptions, redemptions, and transfers necessary to manage financial assets.
- Ancillary hedging. Simple risk-mitigation instruments (for example, FX forwards) used to protect portfolio value, not for trading.
For context on holding structures and governance layers, see holding company benefits for investors and family businesses.
What is restricted or outside the SPF scope?
Clarify limits early so contracts, payments, and reporting stay aligned with the law and banking expectations.
- No provision of services to third parties or commercial trading activities
- No active portfolio management for others as a business line
- No activities that would recharacterize the entity as a commercial enterprise
- Real estate exposure only through financial instruments of property holding entities, not direct commercial property operations
When goals require operating activities, evaluate a SOPARFI or dedicated SPVs for each project.
How do you set controls so an SPF stays within permitted activities?
Implement the following measures to make oversight practical and consistent.
- Asset policy. Define eligible instruments, counterparty criteria, and hedging rules; review annually.
- Signature rules. Establish dual authorization thresholds and payment limits aligned to cash movements.
- Documentation. Keep board approvals for investments, distributions, and intercompany positions.
- Record keeping. Maintain registers, statements, and confirmations supporting the net asset base.
- Adviser coordination. Align with tax, legal, and accounting providers on scope and annual obligations.
If you operate multiple holdings or co-investments, consider separate entities per asset and consolidate oversight schedules.
How is the SPF taxed in 2025 and what changed?
Budget the annual charge early and gather evidence to support the net asset base calculation.
- Annual subscription tax computed on net assets held by the SPF
- Updated minimum and cap apply from the 2025 period
- Generally exempt from corporate income tax, municipal business tax, and net wealth tax
For regime comparisons, see SPF essentials and SOPARFI framework.
How do you implement an SPF and keep it compliant?
Follow this practical sequence from decision to yearly reporting.
- Confirm eligibility. Verify that investors meet SPF rules and assets are financial in nature.
- Select company form. Often an SA or S.à r.l. tailored to qualify as an SPF.
- Draft articles and policies. State purpose, non-commercial scope, asset policy, and decision rules.
- Open accounts and set limits. Prepare KYC, source-of-wealth, signatories, and payment thresholds.
- Register and enroll for tax. Complete notarial steps and subscription tax registration.
- Operate and report. Keep minutes, compile the annual net asset base, and pay the subscription tax.
For incorporation mechanics, study how to incorporate an SPF in Luxembourg.
Frequently asked questions about SPF permitted activities
These concise answers help design a scope that works for investors and counterparties.
What is a Luxembourg SPF in simple terms?
Who qualifies as an eligible investor?
Which financial instruments are allowed?
Are derivatives permitted?
Can the SPF make intragroup loans?
Can the SPF hold private equity stakes?
Is direct real estate ownership allowed?
Does the SPF access double tax treaties?
How are dividends and gains treated?
How should we document decisions?
What substance is expected?
How do banks view an SPF application?
How long does setup take?
Can the SPF distribute proceeds freely?
Where can I compare with alternative routes?
| Topic | SPF permitted activities at a glance |
|---|---|
| Purpose | Private wealth holding of financial assets |
| Allowed | Securities, deposits, intragroup financial holdings, hedging for protection |
| Restricted | Commercial trading, services to third parties, speculative trading |
| Tax | Annual subscription tax on net assets; generally no CIT, MBT, NWT |
| Governance | Asset policy, signature rules, documentation, yearly NAV support |
Continue learning: SPF incorporation steps, SPF essentials and 2025 tax points, and holding company comparisons.
