Company Registration in Luxembourg
Luxembourg is one of the most exciting business avenues in Europe. A robust economy, thriving corporate sector, strong currency, and trade-friendly policies make this nation a prime business hub. If you are planning to set up a business in this country, you must follow certain legalities to become eligible. With that being said, let’s plunge into legal implications concerning business establishment in this part of the world.
Eligibility for Securing Company Registration in Luxembourg
Before securing a company registration in Luxembourg, it is vital to fulfill the following conditions:
Minimum Age Requirement: The primary shareholder(s) and director(s) must have attained the legal age i.e. 18 years.
Residency Status: As such Luxembourg does not enforce any condition concerning shareholder’s nationality for business establishment, paving a foundation for robust international business.
Minimum Share Capital: The minimal share capital varies with the chosen business structure. For instance, at least €12,000 worth of share capital is required to set up a private limited company. Meanwhile, those seeking to register a public limited company must have a minimum share capital of €30,000.
Unique Company Name: The applicant is required to register a unique name with the concerned authority viz. Luxembourg Trade and Companies Register (RCS).
Registration Requirements for Company Registration in Luxembourg
To successfully secure a Company Registration in Luxembourg, the fullfillment of the given conditions is paramount:
Registered Office Address: Every entity seeking Company Registration in Luxembourg must have a registered place for pursuing business endeavors. This place shall act as an official correspondence address.
Company Bylaws and Articles of Association: Drafting the company’s charter documents, such as AoA and bylaws is vitally essential for registration. These documents reflect the company’s object, internal management, and operational guidelines.
Appointment of Directors and Shareholders: Appointment of at least one director and shareholder is vital. The same person can serve either role.
Share Capital Deposit: The availability of an indigenous bank account for holding share capital is mandatory. The applicant must secure the certificate of the same as evidence.
Statutory Auditor: A statutory auditor plays a vital role in managing a company’s financial affairs. Depending on the structure and size, appointing a statutory auditor is compulsory.
Business Structures in Luxembourg
Luxembourg offers a slew of company structures to initiate a business journey. These include:
Private Limited Liability Company (SARL): This structure is best suited to entities with a moderate market or operational footprint. For establishment, it seeks at least one shareholder and a share capital amounting to €12,000.
Public Limited Company (SA): As a best fit for large entities, an SA seeks a minimum share capital amounting to €30,000 and one shareholder. It allows for public share trading, reinforcing the fundraising potential.
Simplified Limited Liability Company (SARL-S): Launched to advocate entrepreneurship, SARL-S is ideal for businesses with smaller operational capabilities, including startups. The share capital threshold for this structure is as low as €1.
General Partnership (SNC): A partnership structure wherein all partners are equally liable for the company’s losses, debts, and financial obligations. Although easy to form, this structure attracts unlimited liability for partners.
Limited Partnership (SCS): SCS is a blend of general and limited partnerships. Whereas a general partnership imposes unlimited liabilities on members, a limited partnership ensures controlled liabilities for members, which are equivalent to their extent of capital contribution.
The Process of Securing Company Registration in Luxembourg
The process of setting up a company in Luxembourg involves several steps:
Step 1: Choose a Business Model: Choose an apt business model based on the company’s size, capital, and liability preferences.
Step 2: Reserve the Company Name: Select the company name that is not only legally unique but also resonates with your brand value. Visit the Luxembourg Trade and Companies Register (RCS) for name reservations.
Step 3: Draft the Articles of Association: Prepare the company’s articles of association, outlining the company’s objectives, structure, and governance.
Step 4: Open a Bank Account: Get in touch with a designated bank to open a corporate account. The bank may demand some dossiers to open an account. These include business place proof, stakeholder’s details, charter documents, etc. Upon opening an account, submit the initial share capital based on the company structure as a part of compliance. Do not forget to secure the certificate for the same as evidence.
Step 5: Notarize the Articles of Association: Head to the Luxembourg notary for notarizing the charter documents such as AoA and bylaws.
Step 6: Register with the RCS: Submit the necessary dossiers, such as AoA, bylaws, deposit certificate, etc to the RCS, which stands for Luxembourg Trade and Companies Register.
Step 7: Obtain a Business License: Depending on the industry you serve, secure the permit from the concerned authority. You may need this alongside company registration to stay compliant.
Step 8: Register for Taxes and Social Security: Get in touch with the tax authority to register your company for VAT, corporate tax, and special security contributions.
Required Documents for Company Registration in Luxembourg
To secure Company Registration in Luxembourg, the following documents are required:
- Copies of passports for all shareholders and directors.
- Recent utility bills or bank statements, serving as proof of residential addresses for shareholders and directors.
- The drafted and notarized articles of association.
- Proof concerning initial share capital deposit in a local bank.
- A detailed business plan reflecting the company’s goals, market, and operational endeavors.
- Proof of the registered office address in Luxembourg.
Conclusion
Luxembourg shines with its robust economy, stable political environment, and corporate-friendly policies, making it an ideal business destination. As with other nations, securing a company registration in Luxembourg requires adhering to various legal implications.
While some can deal with them easily, others might find it bothersome due to lack of expertise. That’s where Adviso comes into play. With our advanced consultancy and steadfast support, you can set up your dream business in this part of the world seamlessly.
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