As of today, Roundtable structures three kinds of SPV:
Luxembourg special limited partnership (”SCSp”).
French société civile (”SC”)
French société par actions simplifiée (”SAS”)
Each of these vehicles offers different features, as detailed below.
The Deal Lead (initiating the Deal) chooses the SPV structure, although some circumstances may restrict this choice. You should check with the Deal Lead which SPV structure has been selected for your investment.
You will find below a summary of the features of each structure. This will allow you to assess the tax and legal implications of your investment.
SCSp:
It doesn’t have a legal personality, but assets are segregated.
It is fiscally transparent. The SPV does not pay taxes, and there are no withholding taxes in Luxembourg (except for local residents) when the SPV distributes the revenue back to the investors.
The investors all have limited liability. Only Roundtable has unlimited liability in this vehicle.
It is considered fiscally transparent by a large number of countries, although it is our understanding that certain jurisdictions (e.g. France, Italy, Netherlands) do not recognize such fiscal transparency.
SC:
It has a legal personality (and assets are thus segregated).
It is fiscally translucid (Art. 8 CGI). This means that the profits and losses are calculated at the level of the SC, but are then passed on to the investors and are taxed in France directly in the hands of the investors (even for foreign investors), whether the revenue has been distributed or not.
For foreign investors, the potential gains may also be taxed in their jurisdiction, depending on the rules of such jurisdiction.
Some foreign jurisdictions consider the SC as fiscally transparent, while others consider the SC as fiscally opaque. It should be assessed on a case-by-case basis.
The investors in the SC have unlimited liability (see here on the impact of such feature).
French tax benefits (such as PEA, 150 0 B Ter, JEI(C)) are not available for an investment through an SC.
SAS:
It has a legal personality (and assets are thus segregated).
It is subject to corporate income tax (25%), although some revenue may be exempt depending on circumstances. This means that the SPV revenues are first taxed at the level of the SPV, before being redistributed (and potentially taxed again) to the investors.
The investors all have limited liability.
It is generally considered as tax opaque abroad, but needs to be assessed on a case-by-case basis.
Certain French tax benefits are available (150 0 B Ter - PEA/PME) provided that the underlying investment is also eligible. JEI(C) tax breaks are not available.
Roundtable is not able to advise you personally on this and you should seek independent advice, as your tax and legal treatment will be heavily influenced by your personal situation.
Please note that Roundtable is not able either to advise you on your tax declaration and that you should assess, with your advisers, the extent of your tax declaration obligations.