Incorporation, conversion and liquidation of companies (SOPARFI, financial holding companies, financing companies)

  • 48-hour company incorporation, including preparation of all legal documentation and opening of bank accounts
  • Changes to legal form, capital increases and contributions, including preparatory and follow-up tasks such as company valuations, interim balance sheets and adoption of resolutions conforming with legal requirements
  • Liquidations and partial liquidations including provision of Luxembourg-based liquidators of good standing

Management and administration of companies – with sustainable substance
Management and holding companies generally have only a limited number of significant structures and business transactions, but implementing these and carrying them out are key to the success of the entire investment. We provide the following support services:

Implementing structures:

  • Setting up of a Luxembourg resident business with its own offices/office space, own nameplate/mailbox, email addresses, telephone and telefax connections. Telephone and reception services may also be provided where requested. Suitable rooms are available for board meetings.
  • Provision of qualified, specialized employees in Luxembourg, if requested, with their own, separate (part-time) employment contracts.
  • Provision of experienced managers as managers/directors of your company

  Ongoing operations:

  • Office administration
  • Preparation and publication of all domestic reporting, (statistics, companies’ registration requirements, tax and social security filings etc.). Alternatively, if requested, we also offer the range of services described under “Accounting, preparation of financial statements and reporting”
  • Liaison with the Luxembourg authorities and external auditors.
  • Project coordination for complex financing or restructuring projects
  • Provision of experienced managers as managers/directors of your company

In its basic form, domiciliation means that your company is provided with an address with a mailbox at the service provider’s headquarters in Luxembourg. This is not our primary business. We recommend building up a structure with sustainable substance that also meets the tax requirements in the respective countries involved. We can assist you in setting this up and provide you with the resources you need.  

Accounting, financial statements and reporting
We provide the full range of accounting services, up to and including audited financial statements and publication thereof (Memorial, Bundesanzeiger, etc.). We work with all major auditing firms (the “Big Four”), as well as with local auditing firms. We prepare financial statements according to Luxembourg law as well as according to international accounting principles (IFRS, US GAAP). If necessary, we provide reconciliation with other accounting standards (e.g. HGB, Dutch GAAP, etc.).  

Additional services include:

  • Preparation and submission of management reports on a monthly, quarterly, semiannual or annual basis, as required
  • Consolidation of group figures including the Luxembourg holding company (or  companies) and preparation of the notes to the accounts, including management report etc. according to Luxembourg and international accounting standards
  • Preparation of special reports relating to IPOs or private exits, preparation of valuations, interim and liquidation balance sheets
  • Preparation and submission of all financial statements locally required for holding companies and fulfillment of other reporting requirements

Legal administration, corporate housekeeping
We carry out all that is required of the legal department of a holding or finance company for your Luxembourg companies. In particular this includes:

  • maintaining the companies’ registers and files
  • preparation of shareholders’ meetings and board meetings including taking minutes,
  • drafting of other resolutions and documents
  • execution of all transactions and reporting relating to the register of companies
  • coordination with external legal advisers.

Self-administration of SICARs
AVEGA supports you in setting up the self-administration of your Luxembourg-based SICAR (Société d’investissement en capital à risque). This includes periodic calculation of the net asset value in accordance with Luxembourg and other regulatory requirements and support in respect of meeting requirements from foreign legislations regarding the substance of your investment in Luxembourg.

Project support
We support you in setting up other finance companies to issue traded securities (e.g. convertible bonds) or to assume the role of turntable in respect of bank loans taken out for intra-group distribution (e.g. senior or mezzanine credit facilities) We provide administrative support to your company with respect to dividend payments, (partial) liquidations, stock market operations (IPOs) and other disposals of your investments.