LBO Legacy Building Organization
Société civile
Patrimony, transmission, and family structuring
LBO Société civile is positioned on a structuring instrument often poorly understood: the Luxembourg civil-law company. Useful for holding real estate or vehicle assets in a family setting, controlling transmission, and isolating personal hazards from professional or asset hazards. We do not invent legal acrobatics: we explain when the civil-law company is the right choice, when it is not, and we structure it cleanly when relevant.
Why LBO Société civile
-
01
Educational approach
A civil-law company is not an off-the-shelf product. We explain the mechanisms, the risks, the limits before incorporating anything. The owner must understand what he or she signs.
-
02
Cross-pole coordination
A civil-law company is often combined with vehicle registration (LBO Automobile), notarial deeds, or business creation (LBO Constitution). We pilot the whole.
-
03
Independent advisory
We are not bound to a single tax firm or notary office. We work with several, which preserves our independence and our clients' interest.
What we do
-
Incorporation of civil-law company
Drafting of articles, coordination with the notary, partners' agreement, RCS registration. Family or asset configuration depending on the case.
-
Statutory drafting
Specific clauses (entry of new partners, exit, distribution of profits, transmission). Each civil-law company is unique, the articles must reflect this.
-
Asset structuring
Real estate holding, vehicle collection, art portfolio, professional equipment. We define the perimeter and modalities.
-
Transmission preparation
Anticipation of intergenerational transmission, donations of shares, full ownership / bare ownership splits. Coordination with notary and tax advisor.
-
Annual administrative follow-up
Drafting of meeting minutes, simplified accounts (depending on the size of the civil-law company), RCS filings.
Who it's for
- Chefs d'entreprise cherchant à organiser leur détention patrimoniale (titres, immobilier)
- Familles préparant une transmission ou regroupant des actifs (immobilier, véhicule, parts sociales)
What we do not do
- No wealth tax engineering (no international tax optimisation schemes — referral to specialised firms)
- No wealth or portfolio management (the civil-law company is an envelope, not an investment service)
- No multi-jurisdictional estate planning (referral to specialised cross-border firms)
Frequently asked questions
Les interrogations qui reviennent souvent sur LBO Société civile. Si la vôtre n'est pas listée, écrivez-nous.
What is a Luxembourg civil-law company (société civile)?
A non-commercial form of company under Luxembourg law, governed by the civil code, in which several partners pool one or more assets. It is widely used for family asset holding (real estate, vehicles, art collections, professional equipment) and to control intergenerational transmission. It is distinct from a SARL or SA in that it does not have commercial purpose, and partners are personally liable for company debts in proportion to their share.
When is a civil-law company the right structure?
Often relevant for: family real estate holding, structuring an asset collection (vehicles, art), preparation of intergenerational transmission, isolating professional hazards from personal assets. Rarely relevant for: pure commercial activity (rather SARL), short-term operational activity, structures intended to be quickly resold.
What is the minimum capital required?
No legal minimum. The capital can be symbolic (€1) or significant (several million), depending on the assets it is intended to hold. The articles determine the contribution modalities (in cash, in kind, in industry).
What is the unlimited liability of partners?
Civil-law company partners are personally liable for company debts in proportion to their shareholding. This means: if the civil-law company contracts debts that it cannot honour, creditors can claim from the partners on their personal assets. This is a key point to understand before incorporating: the civil-law company is not a liability shield like a SARL.
How is transmission organised?
Shares of a civil-law company can be donated, dismembered (full ownership / bare ownership), entered into a marriage contract, or transmitted upon succession. The articles define entry and exit conditions for new partners. Anticipation allows tax and family optimisation, in coordination with a notary.
Do you coordinate with our notary and tax advisor?
Yes, and this is the rule rather than the exception. The civil-law company exists at the intersection of several professions. We pilot the project, the notary signs the deed, the tax advisor validates the tax implications. Each in their role.
Un projet en tête ?
Tell us about your situation: assets concerned, family configuration, transmission objectives. We will get back to you within 24 business hours.