Luxembourg Company Formation

Luxembourg Société à Responsabilité Limitée (Sàrl) Company Incorporation

A Luxembourg Société à Responsabilité Limitée (Sàrl) is equivalent to a Limited Liability Company in the UK or a GmbH in Germany in that it is a legal entity which is separate and distinct from the individuals who run it.

Company Name

The company name may be in any language, but the registry may request a French or German translation. The company name will need to end with the suffix Sàrl.

Registered Office

All companies are required to have a registered office, which must be physical address in Luxembourg. We can provide a registered address. This is where all official correspondents and company documents may be served.

Directors

Only one director is required for a Luxembourg Sàrl, and there are no restrictions on nationality or residency. As certain industries require a business license, we recommend that companies operating in those industries have a director resident in Luxembourg or the European Union. The names and details of directors do not appear on public record.

Shareholders

There are no restrictions on the nationality or residency of shareholders. Only one shareholder is required and a maximum of 40 shareholders is permitted. Details of shareholders are available for public inspection but the use of nominee shareholders can provide confidentiality. All companies with more than 25 shareholders must hold an annual general meeting. Once incorporated the transfer of shares must be evidenced by a notarial deed or under private seal.

Share Capital

The minimum share capital is EUR 12,500, and must be paid up in full at the time of incorporation. The minimum value per share is EUR 25.

General meetings of the shareholders

Companies with fewer than 25 shareholders, it is not mandatory to hold an ordinary general meeting of the shareholders.

Financial Account Manager

A financial account manager must be appointed, his role is to present the annual company accounts to shareholders at the annual general meeting.

Proof of Identity

As part of our due diligence we require proof of identity in the form of a certified passport copy for all directors and shareholders of the company.

Luxembourg Fees to Incorporate

• Company Formation – £6550
• Government fees – €170
• Company Administration & Registered Office – £3800
• Escrow account Luxembourg (required) – £900
• Company Secretary  – £1250
• Shareholder & Director Due Diligence – £60 each
• Directors Register Maintenance – £180

Formation Package

• Power of Attorney to lodge documents
• Drafting the Articles of Association / Statutes
• Money placed in trust temporarily in Luxembourg
• Registration of incorporation of the company
• Obtaining registered business number from the commercial court
• Registration of the incorporation with the commercial court and publication in the Memorial (official journal)
• Request the Business Licence
• Notary Public fee and payment of capital tax
• All documents and certificates supplied in a professional folder

Travel

There is no need to travel to Luxembourg to incorporate, but in order to be granted certain business licenses this might be helpful.

Publication

The articles of incorporation and the names of all directors must be published – Publication is in two stages: first by being deposited with the business register (Registre de Commerce et des Sociétés) within one month of completion of the deed of incorporation, and secondly by formal publication in the official journal of the Grand Duchy – the Mémorial du Grand-Duché de Luxembourg, Recueil Spécial des Sociétés et Associations; within a month of deposit with the registrar.