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Luxembourg Company Registration-An Outline

ILuxembourg is situated in Western Europe and shares its borders with Belgium, France and Germany, having Luxembourg City as its capital. Company registration process in Luxemburg is very clear; in any case, it is vital to follow the provisions of local law. Domestically incorporated holding companies need not pay taxes. This would be material in the event that the holding organization possesses over 10% shares in a subsidiary company situated in the EU for a time of a year.

Overview

This nation is viewed as a well-known spot for offshore and investment funds. Many companies use this to diminish their overall tax benefit. There are no limitations on foreign companies to make investments in Luxembourg. According to the World Economic Forum, Luxembourg is positioned as the top competitive place.

Luxembourg is one of the 27 member states who is a founding member. Subsequently, they have privileges which are enjoyed across EU and also in the Schengen market. A private equity firm established need not pay the tax on income derived from bonds and different types of equities. Various tax benefits are provided in Luxembourg; thus, an investor ought to think about company registration in Luxembourg. .

Advantages of Luxembourg Company Registration

  • Holding company- Locally incorporated holding companies are excluded from settling taxes. This would be applied only if the holding company claims over 10% shares in a subsidiary company established in the EU for a year. Thus, it would be advantageous to set up a holding company to partake in the above benefits
  • Financial assets company- There are various types of motivating forces related to taxes by establishing such entity. The Financial Assets Holding Company is otherwise called a SPF entity. This entity is excluded from all types of tax assessment which consists of tax, withholding tax, and any type of capital gains tax. Subsequently family funds and HNI investments can use this type of entity to diminish their general taxation rate.
  • Establishing members of the EU- Luxembourg is one of the establishing members from the European Union. Subsequently, they enjoy privileges which are applicable across EU and also in the Schengen market. It likewise also has access to different advantages which are provided in the Economic alliance of the EU.
  • Investment funds and offshore funds-This nation is viewed as a famous spot for investment and offshore funds. Many companies use this to decrease their general tax benefit. This will diminish the general taxation rate of the investor.
  • No foreign investment restrictionThe government is very liberal as far as foreign investment in the country is considered. There are no limitations in terms of foreign investment in any areas. Consequently, this would draw in more investors to put investment into Luxembourg.

Qualified business structures for Luxembourg company registration

  • Private limited liability company- This entity is otherwise called Société à responsabilité limitée or S.à r.l. The shareholders and directors of the company possess the status of separate legal identity. The manager would govern and control the board of managers of the company. This type of entity isn't permitted to offer its shares in a public stock exchange.
  • Public limited company- This entity is otherwise called Société anonyme or S.A. Limited liability principle is applied for all the public limited companies. Shareholders appoint company’s board of directors. This type of entity is permitted to offer shares in a public stock exchange.
  • Special limited Partnership- This type of limited company is an entity which goes about as an alternative investment fund for various types of investors. This kind of entity is known as Société en commandite spéciale or SCSp.

Minimum eligibility criteria for Luxembourg company registration

The accompanying qualification criteria should be accomplished for Luxembourg company registration-
  • Minimum paid-up capital- A candidate going for the procedure of Luxembourg company registration should meet the requirement of minimum paid up capital of EUR 12,000 to establish a company. Nonetheless, the prerequisite for a public company is more as it needs to have the minimum paid up capital of EUR 31,000 for establishing a company.
  • Shareholders- Appointment of shareholders should be as per the prerequisites of the company. Number of shareholders for a private limited company should be 1-100. There is no maximum limit prescribed on number of shareholders for a public limited company.
  • Directors- Directors should be appointed by the shareholders in the prescribed format mentioned in the law. A public limited company should appoint at least three directors. At least one general partner is compulsorily required to run the partnership in a special limited partnership. One director should be appointed in a private limited company. There is no limit prescribed on the number of directors that are commencing the business.

Procedure of company registration in Luxembourg

The accompanying qualification criteria should be accomplished for Luxembourg company registration-

    Private Limited Company

  • Before incorporating a company, EUR 12,000 as a share capital must be deposited by the company directors in the corporate bank account in Luxembourg.
  • The bank will advise the notary that the candidate has given the offer capital for the company. An authentication concerning this would be given by the bank.
  • Further the incorporation meeting will be conducted at the notary with the shareholders and directors drafting the company’s article of association.
  • After this, the notary will further release the share capital amount so as to carry out the company registration procedure in Luxembourg.
  • Each document related with the incorporation deed, article of association, memorandum of association etc should be submitted with the Luxembourg Registrar of Companies (Registrar of Companies and Commerce). This submission should be made within a month.
  • Incorporation details must be published in the electronic official gazette known as the Recueil Electronique des Sociétés et Association.
  • Once the company is incorporated no other compliance is to be met. Notary meeting validates the existence of the company.

    Public Limited Company

    Luxembourg public limited company registration process is same as the process of the private company. The accompanying steps should be considered-

  • Prior the company incorporation, EUR 31,000 as the share capital should be deposited in a corporate bank account in Luxembourg
  • The bank will inform the notary that the share capital for the company has been issued by the candidate. Further, bank will issue a certificate.
  • Then the incorporation meeting must be conducted in the notary with the shareholders and directors drafting the article of association of the company.
  • After this, the notary will further release the share capital amount so as to carry out the company registration procedure in Luxembourg.
  • Each document related with the incorporation deed, article of association, memorandum of association etc should be submitted with the Luxembourg Registrar of Companies (Registrar of Companies and Commerce). This submission should be made within a month.
  • Incorporation details must be published in the electronic official gazette known as the Recueil Electronique des Sociétés et Association
  • Issuance of the external auditor report will not be required, if 90% of the issued share capital is paid-up. Few requirements need to be met by the founder of the company-
    1. 1. Founders should consent to waive for the audit report issuance. 2. Waiver documents should be attached to the incorporation deed. 3. Contributing companies should have financial reserves which should be equivalent to the nominal worth.
  • Once the company is incorporated no other compliance is to be met. Notary meeting validates the existence of the company.

    Special Limited Partnership

  • Such entities under Luxembourg company registration can be incorporated through the notary or through a special seal.
  • This special seal is also called a private seal. Contractual freedom is one of the advantages derived by framing such entity.
  • A partnership agreement must be drafted having one general and one limited partner.
  • The Special Limited partnership would be incorporated once the limited partnership agreement is signed.
  • All documents related to the limited partnership must be submitted with the company’s registrar within a month.
  • Incorporation details should be published in the electronic official gazette known as the Recueil Electronique des Sociétés et Association.

Adherences for Luxembourg company registration

  • Shareholders meeting- For a private limited company, it isn't compulsory to conduct a shareholders’ meeting. In case where the private limited company has the number of shareholders exceeding 60, they should inform the shareholders connected with the meeting. In such a case at least a meeting once a year must be held. Public companies are expected to supervise shareholders meetings within half a year from the day the financial year ends.
  • Board meetings- For private limited companies, the sole manager’s discretion is a compulsory requirement for a shareholder meeting. Regular meetings must be conducted on if it is mentioned in the articles of association. For a public limited company, one meeting a year is to be compulsorily conducted by the directors.
  • Business registration- Private limited companies and Public limited companies need to compulsorily get registered with the Luxembourg registrar of companies. Details related to the incorporation must be published in the electronic official gazette which is known as the Recueil Electronique des Sociétés et Association.
  • Corporate income tax- Assuming that the yearly turnover of the business is not more than EUR 1, 75,000 then the corporate income tax will be imposed at the rate of 15%. There are more than 42 sections of tax payable in Luxembourg. The percentage ranges between 0% to 42%.

Documents needed for company registration in Luxembourg

    Private and Public Limited Companies
  • Memorandum of association
  • Deed of Incorporation
  • Articles of association
  • Introductory capital information
  • Data related to the shareholders and directors
  • Bank certificate related with the capital
  • Special Limited Partnership

  • Partnership deed
  • Data connected with the capital
  • Bank certificate

How you can contact Estabizz?

  • Fill the form.
  • Get a call back.
  • Submit the required documents.
  • Track the progress of your application.
  • Get the expected results.

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