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)
€12,000Minimum Share Capital
Notary*Establishment
One or more managersDay to day management
Limited to 100Investors/Shareholders
In cash** or in kind or combinationContribution
Public Limited Liability Company (Société anonyme or S.A.)
Minimum Share Capital€30,000
EstablishmentNotary*
Day to day managementThree directors (unless 1 shareholder)
Investors/ShareholdersUnlimited
ContributionIn cash** or in kind*** or combination
Special Limited Partnership (Société en commandite spéciale or SCSp)
Minimum Share CapitalN/A
EstablishmentNotary or under private seal
Day to day managementGeneral Partner (associé commandité)
Investors/ShareholdersAt least one limited partner (associé commanditaire)
ContributionIn 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.

For further information on Luxembourg entity formations please get in touch with Scott Mckinlay.