Open SPV/SPE in Luxembourg - 2026 Incorporation Procedure

Here is our guide on how to open a SPV/ SPE in Luxembourg in 2026. With our support, you can easily set up this type of structure, as we can manage the procedures involved in company formation in Luxembourg.

Quick Facts
Legal structure	SPVs and SPEs in Luxembourg are typically established as Sociétés Anonymes (SAs) or Sociétés à Responsabilité Limitée (SARLs), tailored to the specific needs of the project.
Purpose	These entities are formed for specific purposes, such as: holding assets, managing risks, facilitating financing, or undertaking particular projects, while limiting liabilities.
Regulatory environment	Luxembourg provides a well-established legal and regulatory framework for SPVs and SPEs, ensuring stability, transparency, and investor confidence in the jurisdiction.
Taxation	Luxembourg offers favorable tax regimes for SPVs and SPEs, including exemptions or reduced rates on corporate income tax, withholding tax, and capital gains tax, under certain conditions.
Legal formalities	Establishing SPVs and SPEs in Luxembourg involves fulfilling legal formalities, such as drafting articles of association, obtaining notarized documents, and registering with the authorities.
Directors and officers	SPVs and SPEs in Luxembourg must appoint directors and officers responsible for managing the entity's affairs, ensuring compliance, and making strategic decisions.
Transparency and disclosure	SPVs and SPEs must comply with transparency and disclosure requirements, including filing financial statements and notifying authorities of significant corporate changes.
Investor protection	Luxembourg provides robust investor protection mechanisms, safeguarding investors' interests and promoting confidence in SPV and SPE structures through regulatory oversight.
Currency	Transactions and financial reporting for SPVs and SPEs in Luxembourg are typically conducted in Euro (EUR), the official currency of the Grand Duchy of Luxembourg.
Legal counsel	Engaging our legal counsel with expertise in Luxembourg corporate law is advisable when establishing SPVs and SPEs to ensure compliance and optimize the corporate structure.
Professional services	We offer various professional services, including accounting, tax advisory, and corporate secretarial services. These services are available in Luxembourg to support SPVs and SPEs in meeting their obligations.
Access to capital markets	Luxembourg's financial infrastructure provides SPVs and SPEs with access to capital markets, facilitating fundraising through debt or equity issuances and structured finance arrangements.
Asset protection	Establishing SPVs and SPEs in Luxembourg can help protect assets by ring-fencing them from the risks and liabilities of the sponsoring entity or project, enhancing risk management.
Intellectual property holding	Luxembourg SPVs and SPEs are commonly used for intellectual property (IP) holding activities, offering tax-efficient structures and incentives for consolidating and exploiting IP assets.
Cross-border transactions	Luxembourg's favorable legal and tax environment makes it an attractive jurisdiction for SPVs and SPEs involved in cross-border transactions, facilitating international business operations.

What are the definitions of SPVs and SPEs in Luxembourg?

SPE stands for Special Purpose Entity – This is a legal entity frequently used for different investment purposes. An SPE is a company that holds and runs investments in other corporations or assets, like real estate or intellectual property, for example.

SPV stands for Special Purpose Vehicle – This is a legal entity created for a specific purpose, like holding assets or raising capital. SPVs are regularly applied in corporate and structured financial transactions, like securitization or plan finance.

Here is an infographic on this topic:

Does Luxembourg have a specific law on securitization that applies to SPV/SPEs?

Yes, the 2004 Securitization Law, which was last amended in 2022. It provides for the structuring of certain activities in securitization companies or funds.

Who can set up a SPE/ SPV in Luxembourg?

Both local and foreign investors.

What are the main features of SPV/ SPV companies in Luxembourg?

they are distinct legal entities from their founders (such is the case of subsidiary companies);
they have their own assets and liabilities;
they are created for a sole purpose, which can be a financial one;
they must keep their own balance sheets.

What forms can a SPV take in Luxembourg?

Since the law was amended, the following types of entities can be used:

private limited liability company;
public limited liability company;
simplified joint stock company
partnership limited by shares;
special limited partnership;
general partnership;
co-operative company organised as a public limited company (société anonyme).

NOTE! Since 2022, general and special limited partnerships can also be used as securitisation companies; securitisation funds take the form of co-ownerships or fiduciary estates.

Is it necessary to obtain an authorization when opening a SPV/ SPE in Luxembourg?

Yes, from the Luxembourg Financial Supervisory Commission, if the following two criteria are met:

the vehicle issues financial instruments for the general public to buy;
the financial instruments are issued on a continuous basis, meaning more than three issues to the public in a financial year (across all compartments).

How are SPEs/ SPVs taxed in Luxembourg?

They are liable to pay corporate income tax (14% up to EUR 175,000 and 16% above EUR 200,000 of taxable income, plus the 7% solidarity surcharge) and municipal business tax, although commitments to investors are tax-deductible.

NOTE: Considering the Grand Duchy applies an income-tiered tax on companies in 2026, it is recommended to discuss this topic with our accountants in Luxembourg.

Are there specific accounting rules applicable to SPV/ SPE in Luxembourg?

No, they need to comply with the generally accepted accounting principles (GAAP). However, they can choose to comply with the International Financial Reporting Standards (IFRS).

What are the uses of a SPV/ SPE in Luxembourg?

A Luxembourg SPV or SPE may engage in two types of transactions:

the acquisition or purchase of assets,
the issuance of securities.

The following types of assets can be securitized by special purpose vehicles or entities (SPVs/ SPEs) in Luxembourg:

securities, such as: shares, bonds, or loans;
real estate property which can be movable or immovable;
commercial debts;
mortgages.

Below is a video presentation about SPV/ SPE in Luxembourg:

What are the advantages of SPVs in Luxembourg?

SPEs in Luxembourg often benefit from favorable tax treatment, including exemptions or reduced rates on certain types of income.
Luxembourg’s legal system allows for a wide range of structuring options, enabling SPEs to tailor their setups to specific transactional needs.
Luxembourg is recognized as a reputable international financial center, enhancing the credibility and attractiveness of SPEs established there.
Setting up an SPE in Luxembourg is relatively straightforward, with efficient administrative processes and supportive regulatory authorities.
Luxembourg’s legal framework offers robust asset protection mechanisms, safeguarding the interests of investors and stakeholders in SPE structures.

For assistance in opening a SPV in Luxembourg in 2026, please feel free to contact us.