Apart from LLCs, partnerships & other legal forms of business, entrepreneurs seeking to open a business in Luxembourg can also create LLPs that have no legal personality. Under the recently adopted legislation, registering a European company (SE) in Luxembourg is now possible, too.
The two most popular legal forms of companies are PLCs (SAs or SASs) & LLCs (SARLs). SAs are chosen for large enterprises, whereas SARLs are selected for medium-sized companies. What makes them different is that SARLs are unable to attract capital by issuing shares; however they’re allowed to raise capital by issuing bonds.
SAs & SASs’ share capital is to be no less than thirty thousand euros (¼ of the capital must be paid in full on the incorporation day); SARLs share capital is to be no less than twelve thousand euros & is also to be paid in full. SAs/SASs & SARLs are allowed to have one stakeholder.
SAs are to be run by one director/BoD (comprising no less than 3 members) & appoint one statutory auditor. SAs’ stakeholders must hold no less than one meeting a year. A supervisory board & BoD normally run SAs.
Normally, one manager or a BoD run SARLs. If there’s more than sixty stakeholders, they must hold no less than one meeting a year. SARLs’ share capital can be held by one partner that has unlimited liability & other partners liability of which is limited by their financial contributions.
Doing business in Luxembourg requires getting a license. Getting a license requires submitting a properly filled out application form, Normally, it takes up to three months for applications to be considered & licenses granted. Applicants must meet the following qualification criteria:
- They are to meet professional & legal criteria for launching a business in the Grand Duchy of Luxembourg.
- They must be based in Luxembourg.
- They are to provide a notary proof that they have no previous history of insolvency.
EU applicants seeking to provide temporary services mustn’t obtain a business license in the Grand Duchy of Luxembourg; however, they’re required to notify the DG GROW. Entrepreneurs from non-EU countries, and particularly those from Great Britain, are to meet slightly different requirements.
Luxembourg: Establishing JVs
Entrepreneurs seeking to open a JV in Luxembourg can choose from two legal forms: LLCs or partnerships. Establishing a JV in Luxembourg requires partners to sign a SHA (that isn’t to be made publicly available). Normally, certain clauses of a SHA are included in a JV’s constituent documents & made publicly available.
Luxembourg: Registering Trusts
Trusts established in overseas jurisdictions are recognized. Conducting fiduciary transactions in Luxembourg whereby ownership of assets is transferred to fiduciary agents is allowed, too.
Luxembourg-based businesses are to publish their P&L & financial statements; and the same applies to accounting & annual reports. Subsidiaries of foreign companies must publish their umbrella companies’ fiscal documentation in the RCS register. It’s required that fiscal documentation be prepared as per internationally accepted principles of accounting.
And that wraps up our short review. Should you need any more information on doing business in or outside Luxembourg, please do not hesitate to contact IQ Decision UK. Our team of experts will be happy to assist you with any matters related to registering a company in Luxembourg.