01 Jul 21
Luxembourg - Company Formation
For many years Luxembourg has been an established location of choice for businesses and investors, offering a stable business climate favourable to foreign investment with a very attractive tax system.
Within Luxembourg, there are a number of entity types to choose from, with the characteristics of the most common below:
| Private Limited Company (Société à responabilité or S.à r.l) | |
|---|---|
| €12,000 | Minimum Share Capital |
| Notary* | Establishment |
| One or more managers | Day to day management |
| Limited to 100 | Investors/Shareholders |
| In cash** or in kind or combination | Contribution |
| Public Limited Liability Company (Société anonyme or S.A.) | |
|---|---|
| Minimum Share Capital | €30,000 |
| Establishment | Notary* |
| Day to day management | Three directors (unless 1 shareholder) |
| Investors/Shareholders | Unlimited |
| Contribution | In cash** or in kind*** or combination |
| Special Limited Partnership (Société en commandite spéciale or SCSp) | |
|---|---|
| Minimum Share Capital | N/A |
| Establishment | Notary or under private seal |
| Day to day management | General Partner (associé commandité) |
| Investors/Shareholders | At least one limited partner (associé commanditaire) |
| Contribution | In cash or in kind or combination |
*The shareholder may be present for the incorporation meeting or alternatively represented by proxies. The company will exist immediately following the notary meeting.
**Prior to any incorporation meeting taking place, the required minimum share capital amount for the respective company type must be deposited into the Luxembourg bank account of the company. This share capital will be blocked by the bank, who issue a blocking certificate to the attention of the Luxembourg notary public. The share capital amount will be released after incorporation.
***External audit report required for incorporation by means of a contribution in kind, or part in kind unless meeting certain conditions.
The incorporation deeds, including the articles of association or extracts of a limited partnership agreement, must be filed with the Luxembourg Register of Commerce and Companies within one month. The documents are published in full to the Luxembourg electronic gazette, Recueil Electronique des Sociétés et Associations.