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Company registration in Luxembourg

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How to register a company in Luxembourg

Luxembourg is considered one of the best countries to hold your business in. Firstly, because of its location almost in the center of Europe, sustainable economy system. Secondly, lower tax rates in comparison to other countries.. 

Steps to set up a company in Luxembourg

  • Choose the company name;
  • Choose a legal form; ​
  • Prepare a list of documents for the registration and notarization of them;
  • Define the future legal address for your company;
  • Define the share capital;
  • Open a bank account for the statue deposit;
  • Register with the Trade and Companies Register;
  • Register for Social Security;
  • Register for VAT;
  • Draw up the deed of incorporation, statues and notarization of them;
  • If the auditor has been appointed: request a declaration of acceptance;
  • Show extract from the commercial register;
  • If you employ staff (you, as the founder, are also considered to be employed): Register with the AHV compensation office and take out mandatory insurance.

Types of companies Luxembourg

SARL is the alternative name for the Limited liability company in Luxembourg. The name of the company may be in any language, but the register may request a translation into French or German. The company name must end with the suffix Sàrl.
 
Features

  • Minimum share capital of EUR 12,000 fully paid up at incorporation. Capital is divided into registered shares and may be represented by redeemable shares or tracking shares;
  • The shareholders of the SARL are liable to the extent of the amount of their contribution to the share capital;
  • An SARL can have between 2 and 100 shareholders. There may be only one shareholder at the time of incorporation since it is possible for one shareholder to own all the shares;
  • The statutes or Articles of Incorporation must be published in either French or German, they must specify the objects of the company, the share capital and shareholders, directors, year-end date and details on the annual general meeting;
  • The paid-up capital must be deposited with a bank, which will then issue a certificate confirming that the amount has been deposited;
  • Shareholders may be individuals or companies of any nationality or residence;
  • The Sàrl is the most common form of incorporation in Luxembourg and benefits from a high level of confidentiality since the directors of the company are not listed in the public registers and proxy shareholders are allowed.

 

SA (public limited company) the structure of the company should include at least one director, a registered office in Luxembourg, and an account held by an auditor if the company exceeds a particular size. The SA is mostly designed for large businesses.
 
Features

  • The share capital for the SA is at least €30,000 will have to be deposited on the Luxembourg bank account of the company. The bank will block the share capital amount and issue a blocking certificate to the attention of the Luxembourg notary;
  • The incorporation meeting will have to be held in the presence of a Luxembourg notary public (to which the shareholders can be present or represented on the basis of proxies) at the occasion of which it will be decided to incorporate the S.A. and adopt its articles of association;
  • The share capital amount will be released after incorporation. The incorporation deed including the articles of association will have to be filed with the Luxembourg Register of Commerce and Companies within one month and will be published in full to the Luxembourg electronic;
  • At least 1 shareholder, no maximum number.

A simplified limited liability company can only be created by a natural person. The S.à r.l.-S is dedicated to commercial, craft and industrial activities and certain liberal professions that require a business authorization from the Ministry of Middle Classes
 
Features

  • The S.à r.l.-S may have one or several members and can be incorporated pursuant to a private deed;
  • The corporate capital of an S.à r.l.-S may consist of a symbolic Euro only but must be subscribed and fully paid up at the time of incorporation, whether by contributions in cash or in kind;
  • The corporate capital of the S.à r.l.-S is maximum EUR 12,394.68 but the minimum is EUR 1.

SCS is Luxembourgian alternative for the limited partnership which is a commercial company. It requires at least two partners, one of which is a general partner and the other, a limited partner.
 
Features
 

  • The company may be established for a limited duration or an unlimited duration;
  • The SCS may change its corporate form in the course of its lifetime through a decision by the partners;
  • In an SCS, the capital is made up of ownership shares. There is no minimum required capital;
  • The ownership shares must be registered shares;
  • The partners' decisions are taken at the general meeting. The partnership agreement may contain special provisions regarding the operation of the SCS;
  • General partners are jointly and severally liable for the company's obligations;
  • Limited partners are only liable to a limited extent, determined by their ownership interests, which may or may not be represented by instruments as provided for in the partnership agreement;
  • Managers who are not general partners are representatives and are liable for their misconduct only in carrying out the mandate entrusted to them.

A partnership limited by shares is a commercial company. It combines features of a limited partnership with those of a public limited company. It is a very useful form for bringing together investors and entrepreneurs. 
 
Features

  • The SCA is founded by at least 2 partners: one general partner and one limited partner;
  • General partners must be authorized to do business as  traders. This is not a requirement for limited partners;
  • Only registered shares of a minimum value of 24.79 Euros are allowed. Profit shares are permitted to be issued as long as the rights of their shareholders are specified in the Articles of Association. Issuance of public shares is prohibited. However, offering private bonds are allowed subject to approval by the partners if the bonds can be converted into shares;
  • A share capital contribution of at least EUR 30,000.

The establishment of an SCE creates equal opportunities among cooperatives and other corporate forms and fosters the development of cooperative activities on a transnational scale.
Features:

  • It has legal personality and is formed by at least five natural or legal persons resident in at least two Member States;
  • It has a variable capital and the members’ shares are not transferable;
  • The subscribed capital requirement must not be less than thirty million EUROS (EUR 30,000,000.);
  • The subscribed capital is divided into shares and each member is liable only up to the amount of its contribution;
  • The activities of the SCE should serve the mutual benefit of the members and allow them to develop their economic and social activities in accordance with their participation in the cooperative;
  • All members of the SCE are involved in the activities of the cooperative, as customers, employees or suppliers or by any other means;
  • During liquidation, the net assets and reserves are distributed according to the principle of disinterested distribution, meaning to another cooperative pursuing similar aims or general interest purposes unless otherwise provided for in the articles of incorporation of the SCE;
  • An SCE can be operated by physical persons or legal persons residing or established in different Member States with a reduction of existing cross-border obstacles.

Features

  • A cooperative company include its variable capital, a variable number of partners and the absolute non-transferability of shares to third parties. A cooperative company is a commercial company;
  • The partners – whether natural or legal persons – need not be registered as traders; the only requirement is that they possess full legal capacity to enter into a binding contract;
  • The number of partners often changes, precisely because of the variable nature of its capital;
  • In a cooperative company, the capital is variable. There are no minimum or maximum capital requirements;
  • Shares in the company's share capital may not be transferred to third parties;
  • A cooperative company may be set up as a public limited company or a European cooperative society governed by specific provisions in respect of its formation, capital, operation and management.

How SIGTAX can help you?

With our professional team all the procedures will be fast, easy and without any pitfalls. We will provide all the consultations for you. We will help you to define the best legal form for your future company, collecting all the required documents, notarization of them, and we will accompany you and your business in all the step-by-step process of a company formation.

 

FAQ block for company registration in Luxembourg

Your Luxembourg company must have a registered office, which must be an address in Luxembourg.

As from 2019, the general combined CIT rate for Luxembourg tax resident companies is 24.94%. 

The process can take about a month

Yes. Luxembourg welcomes foreign investments and entrepreneurs enjoy a series of advantages if choosing to invest in Luxembourg.

 

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