Anticipating liabilities of SOPARFI managers and directors

The management of a SOPARFI involves several professional responsibilities for the managers and directors, most of whom are provided by a domiciliation or fiduciary company. The role of these executives and the extent of their liability is a sensitive topic given the fluctuating economic context. There are numerous examples of situations in international corporate restructuring which raise the question of the corporate interest of a Luxembourg SOPARFI (e.g. the granting of non-interest bearing loans or of broad guarantees by the SOPARFI to other group companies, share capital contributions to a company with negative net assets, difficulty in valuating specific in-kind contributions, pressure to repatriate as much funds as possible to the head company of the group, etc.). The risks incurred by the manager or the domiciliation / fiduciary companies become less theoretical in such situations and may increase the potential legal claims. A proper understanding of what is at stake in terms of liability for each party involved (domiciliation company, manager put at disposal, SOPARFI) allows an accurate assessment of the risks involved and the implementation of required precautionary measures through the proper use of existing legal tools.

Within this context, PwC's Academy is pleased to offer this training session, which will provide you with a clear and concrete understanding of your responsibilities as a SOPARFI manager or director. This session will offer guidelines for the proper management of a SOPARFI, with a particular focus on the limited liability company (S.à.r.l.), which is the vehicle of choice for intra-group corporate structuring.

By the end of this training, the participants will be able to:

• distinguish between the liability of the managers themselves, the liability of the SOPARFI and the liability of the domiciliation company;
• clarify the concept of corporate interest;
• identify risk scenarios;
• be aware of the existing protection mechanisms.

Specific aspects of the mission of a SOPARFI manager put at disposal

• Particular context of the domiciliation activity, specific legislation and key aspects of the domiciliation agreement
• Particularities of the day-to-day management of a SOPARFI: autonomy vis-à-vis the client and its managers; meeting the corporate interest within an international group context: perimeter of such a duty

Liability of the parties involved

• SOPARFI managers’ standpoint: main principles and grounds (civil, criminal, bankruptcy) to claim against the managers, identifying persons having the right to bring legal actions, individual and collective managers liability
• Domiciliation company’s standpoint: liability based on the domiciliation agreement and issues raised by its employees’ actions

Risk management

• Panorama of corporate and contractual mechanisms
• Limitations of the domiciliation company’s liability
• Liabilities that cannot be covered

Some frequent issues relating to SOPARFI’s management mentioned along the training

• Actions undertaken by the SOPARFI without equitable consideration
• Shareholders’ conflicts
• Share capital increases and asset’s valuation transactions, repatriation of funds

An attendance certificate will be sent to participants.

Number of participants limited to 20 participants, to ensure good interactivity

This training is presented by experts in corporate international business restructuring, mergers & acquisitions and private equity at the law firm PwC Legal SARL, an independent law firm registered at the Luxembourg Bar, member of PwC network.