Luxembourg Société à Responsabilité Limitée – Sàrl

Luxembourg Key Points

• Time – 10 days to incorporate your company
• Directors – only one director of any nationality is required
• Shareholders – only one shareholder required of any nationality
• Share Capital – the share capital requirement is €12,500
• Support – using our 20 years experience we guide you throughout every step of the company formation process
• Standard rate of VAT is one of the lowest in the EU

A limited liability company (Société à Responsabilité Limitée or Sàrl)

The certificate of incorporation must take the form of a notarised deed.

The capital must be at least €12,500, fully subscribed for and paid up in full.

Main features of the company’s capital

The company’s capital is divided into equal equity interests with a par value which may not be less than €25.

The transfer of shares to parties who are not shareholders is subject to strict conditions laid down in Article 189 of the Act on Commercial Companies.

Shareholders General Meetings

In companies with fewer than 25 shareholders, it is not mandatory to hold an ordinary general meeting of the shareholders. In this case, each shareholder must receive the text of the resolutions or decisions to be taken, and he or she votes in writing. Unless the charter lays down stricter provisions, decisions are taken by shareholders representing more than half the capital.

An extraordinary general meeting of the shareholders must be held for the following reasons, to amend the charter (increase or reduction of the capital, change of the company’s objects, etc.),

All shareholders are entitled to attend general meetings (whether they are ordinary or extraordinary) and to take part in votes with a number of votes equal to the number of shares they own.

Supervision of the Company

No internal control body is required unless there are more than 25 shareholders, in which case supervision must be entrusted to one or several statutory auditors (commissaires aux comptes), who may but need not be shareholders.

Limited Liability Company – Société à Responsabilité Limitée – Sàrl

The liability of the shareholders is limited to the amount of the capital they have paid, and their shares may be transferred only as provided for by the law.F

• The company’s articles of incorporation must be drawn up by a notary and published in full.
• The number of shareholders – must not be greater than forty.
• The company’s capital must not be less than €12,500 paid up.

Société à Responsabilité Limitée – Sàrl – Once all the relevant information and certificates have been received and the formation capital has been deposited on a bank account, a Luxembourg company can be incorporated within 7 days.

The statutes or Articles of Incorporation must be published in either French or German. Among other items, they must specify the objects of the company, the share capital and shareholders, directors, year end date and details on the annual general meeting.

The minimum paid-up capital must be deposited with a Luxembourg or foreign bank, which will then issue a certificate confirming that the relevant amount has been secured for this purpose. This certificate is sent to the Notary drawing up the statutes in order to confirm that the capital is held in the company’s bank account.

Shareholders may be individuals or companies of any nationality or residence.

Directors may be individuals or companies of any nationality or residence. They are elected for up to six years and can be re-elected, unless otherwise specified by the company statutes.

Registered Office Address

The registered office must be in Luxembourg.

Annual General Meeting: The first AGM must be held no later than 18 months from the date of incorporation and then each year on the date specified in the statutes. If all the shares are registered, the meeting can be convened by registered letter containing the agenda of the meeting; otherwise, notice must be published (in the Mémorial and a Luxembourg newspaper) at eight day intervals, the second notice appearing at least eight days before the meeting.

Trading Permit

All Luxembourg companies other than holding companies and SoParFis must obtain a trading authorisation or permit from the Luxembourg Government (Ministère des Classes Moyennes).