Luxembourg Company Registration

Luxembourg is a small European country, surrounded by Belgium, France, and Germany. It’s mostly rural, with dense Ardennes forest and nature parks in the north, rocky gorges of the Mullerthal region in the east, and the Moselle river valley in the southeast. Its capital, Luxembourg City, is famed for its fortified medieval old town perched on sheer cliffs

Luxembourg is a founding member of the European Union, OECD, United Nations, NATO, and Benelux . The city of Luxembourg, which is the country's capital and largest city, is the seat of several institutions and agencies of the EU. Luxembourg served on the United Nations Security Council for the years 2013 and 2014, which was a first in the country's history. As of 2020, Luxembourg citizens had visa-free or visa-on-arrival access to 187 countries and territories, ranking the Luxembourgish passport fifth in the world, tied with Denmark and Spain.

Luxembourg is located in Western Europe and shares land borders with Belgium, Germany, and France. The capital of Luxembourg is Luxembourg City. Luxembourg Company Registration process is quite straightforward; however, it is important to comply with the requirements of local law. Domestically incorporated holding companies are exempt from paying taxes. This would be applicable if the holding company owns more than 10% shares in a subsidiary company present in the EU for a period of 12 months.

This country is considered a popular place for investment funds and offshore funds. Many companies utilize this to reduce their overall tax advantage. There are no forms of restrictions on foreign companies to invest in Luxembourg. As per the World Economic Forum, Luxembourg is ranked as the top destination for competitiveness.

Requirements for opening a company in Luxembourg

 Any company incorporated in Luxembourg needs to have certain documents that will attest to the existence of the legal entity in the Grand Duchy. The articles of association need to be drafted and the founding members must provide specimen signatures, passport copies, and other documents. Once these documents are drafted, they will need to be translated by a certified translator and then submitted to a public notary for authentication. The articles of association are later published in the Luxembourg Official Gazette.

The investors will also have to open a bank account in Luxembourg where the minimum share capital will be deposited. The name of the new company also has to be verified in order to comply with the requirements of the country. This verification can be made at the Trade Register and our experts can help you throughout these incipient phases. A Luxembourg company will also need the main office from where it can perform its business activities. If you are a foreign investor in the country, our partner lawyers in Luxembourg can help you purchase a virtual office at a prestigious business address and help you with the company formation in the Luxembourg process. 

Benefits of Luxembourg Company Registration

• Holding Company

Domestically incorporated holding companies are exempt from paying taxes. This would be applicable if the holding company owns more than 10% shares in a subsidiary company present in the EU for a period of 12 months. Hence it would be beneficial to incorporate a holding company to enjoy the above benefits.

• Financial Assets Company

There are different forms of incentives related to tax by forming this type of entity. The Financial Assets Holding Company is also known as an SPF entity. This entity is exempt from all forms of taxation which include corporation tax, withholding tax, and any forms of capital gains tax. Hence family funds and HNI investments can utilize this form of entity to reduce their overall tax burden.

• Founding Members of the EU

Luxembourg is one of the founding members of the European Union. Hence, they have access to rights that are enjoyed across the EU and in the Schengen market. It also enjoys other benefits which are offered in the Economic bloc of the EU.

• Investment Funds and Offshore Funds

This country is considered a popular place for investment funds and offshore funds. Many companies utilize this to reduce their overall tax advantage. This will reduce the overall tax burden of the investor.

• No Foreign Investment Restriction

The government is quite liberal in terms of foreign investment in the country. There are no restrictions on foreign investment in any area. Hence this would attract more investors to invest in Luxembourg.

What types of companies are available in Luxembourg?

There are several types of companies that can be registered in Luxembourg and the most suitable type depends on the investor’s business purposes. While some types of companies are more suited for small and medium-sized businesses, others will favor large businesses or be suitable for those corporations that want to expand their activities in the Grand Duchy.

The following types of companies for those interested in Luxembourg company formation are:

• the public limited liability company (S.A.);

• the private limited liability company (S.á.r.l.);

• the general partnership (S.e. N.C.);

• the limited partnership (S.e. C.S.);

• the partnership limited by shares (S.e. C.A.);

• the co-operative company (S.C.)

The private limited liability company and the public limited liability company are two of the most popular business forms in Luxembourg. They require a specific minimum share capital and there are requirements regarding the managing and supervisory bodies of a public limited liability company.

A branch in Luxembourg is a good business option for a foreign company that wants to establish its presence on the market. The newly incorporated company will not be a legal entity in Luxembourg, instead, it will depend completely on the mother company abroad.

 Subsidiaries in Luxembourg are another type of company preferred by foreign legal entities. Unlike the branch, these companies have legal personality and the foreign company is not liable for their actions. Luxembourg has a perfect blend of an attractive business environment, a stable economy, and numerous business opportunities. If you are interested in setting up a company in Luxembourg, our experts can help you from the earliest stages of company formation.

Together with our team of experts, you will be able to open a company in Luxembourg as quickly as possible and commence your business activities. We can also help you with other professional services like accounting services in Luxembourg.

Virtual office services in Luxembourg

 If you are a foreign investor who does not want to set up a company from scratch, you should know that the virtual office packages are at your disposal with a series of services. You can benefit from a prominent business address in the main cities in Luxembourg, and from a virtual office assistant that can handle the mail collection and forwarding via email with respect to the conditions of the business owner. Local fax and phone number are at the disposal of clients, plus a private number for personal matters in Luxembourg. Also, the voice messages can be forwarded by email and if you request, we can collect the bank statements. You can also benefit from a meeting room for future meetings with potential partners or clients in Luxembourg. A virtual office in Luxembourg addresses those who want to start a marketing verification before they actually register a business in Luxembourg. 

Documents for Company Registration in Luxembourg

Private and Public Limited Companies

• Incorporation Deed

• Articles of Association

• Memorandum of Association

• Initial Capital Information

• Information on the Shareholders and Directors

• Certificate from Bank related to the capital

Special Limited Partnership

• Partnership Deed

• Information on the Capital

• Certificate from Bank

Trade Register in Luxembourg

 The Trade and Companies Register in Luxembourg (Registre de Commerce et des Sociétés (RCS)) is the official database of all the Luxembourg companies and individuals engaged in trade activities. The role of the Trade and Companies Register is to keep a permanent and updated database, provide information to third parties and allow for safer business transactions by making essential information available to traders. Future companies in Luxembourg are incorporated with the Trade Register. Our company registration agents in Luxembourg can help you register your company and observe all the legal requirements. We can help you with all the procedures related to company formation in Luxembourg. 

Any newly incorporated company in Luxembourg must register with the Trade and Companies Register. This is done by submitting the Articles of Association with the Register. This is essential for any legal entity and any subsequent amendments or changes to the Articles of Association must also be published in the register. When the company founders register the company deeds without the help of a notary, they must deposit the deeds to the register for publication within one month of the signature date. If the company is incorporated with the help of a Luxembourg notary, then the notary is the one who submits the documents. Various fees apply for registration or publication. The fees of the RCS are available online (in French)

Frequently Asked Questions

1.Can a sole shareholder and director be appointed for running a company in Luxembourg?

Yes, a limited company can be formed with a sole shareholder and director.

2.What is the minimum capital required for Luxembourg Company Registration?

The minimum capital which is required for Luxembourg Company registration is EUR 12,000 for private limited companies and EUR 31,000 for public limited companies.

3.What is the process for registering the company?

First, the applicant would have to infuse the capital in a Luxembourg corporate bank. Then the bank would provide a certificate to the notary. In the notary, the applicant would have to attend a meeting. Here the articles would be drawn related to company registration. All documents have to be filed with the registrar of Companies in Luxembourg.

4.Are there different forms of intellectual property protections in Luxembourg?

Yes, Luxembourg is a member of different conventions such as the TRIPS, WTO, WIPO, and the Madrid Protocol. Hence intellectual property protection would be straightforward.

5.Can a foreign resident own a company in Luxembourg?

There is no restriction on owning a foreign company in Luxembourg.