FORMATION/INCORPORATION/SETTING UP PROCEDURE

For the formation/incorporation/setting up of a company in Luxembourg, the following steps require to be taken:

  • The choosing of the legal form and the company name
  • The drawing up of the articles of association 
  • The opening of a company bank account
  • The paying in of the company capital
  • The recording of the articles of association by a notary
  • The registration and publication of the articles of association
  • If applicable, the submission of a trade licence application to Luxembourg's Ministry of Small and Medium-sized Businesses (autorisation d ́établissement)
  • Value-added tax (VAT) registration with Luxembourg's Tax Authority for Direct and Indirect Taxation

TIME REQUIRED FOR FORMATION/INCORPORATION/SETTING UP

The formation/incorporation/setting up of a company in Luxembourg takes place within a few days.

THE RECORDING OF THE COMPANY'S FORMATION/INCORPORATION/SETTING UP BY A NOTARY

In Luxembourg, the following documents must be produced when attending an appointment with a notary for the formation/incorporation/setting up of a company:

  • Copies of the passports of and proof of address of all directors, members of the board of directors and members of the supervisory bodies (or in the case of legal persons, an extract from the Trade and Companies Register)
  • Powers of Attorney for those persons appearing before the notary in the place of the shareholders 
  • Proof from the bank that the minimum capital required has been reserved or an auditor’s report
  • Statement of beneficial ownership of the company

EFFECT OF REGISTRATION IN LUXEMBOURG'S TRADE AND COMPANIES REGISTER

For the formation/incorporation/setting up of a corporation in Luxembourg, a corporation (e.g. a Public Limited Company (PLC., Corp./SA) or a Limited Liability Company (LLC., Ltd./SARL)) must be registered in the Trade and Companies Register. However, in contrast to other legal systems, the said registration is entirely declaratory. This means that a corporation in Luxembourg already exists subsequent to and already has full legal capacity following the recording of its articles of association by a notary.

BRANCH OFFICES: THE FORMATION/INCORPORATION/SETTING UP PROCEDURE

The formation/incorporation/setting up procedure of a branch office in Luxembourg is as follows:

  • The decision of the head office to form a branch office in Luxembourg (the branch office is not required to have its own articles of association)
  • The furnishing of the branch office in Luxembourg with its own capital (no minimum capital is required)
  • The appointment of the manager of the branch office and/or the authorised signatories
  • The application for a trade licence
  • Registration in Luxembourg's Trade and Companies Register and publication of the head office's articles of association in the Official Bulletin (Mémorial C)
  • Business registration and application for a tax number from Luxembourg's tax authority

TRADE LICENCE REQUIREMENT IN LUXEMBOURG

A company in Luxembourg must obtain written consent (a trade licence) from Luxembourg's Ministry of Small and Medium-sized Businesses prior to the carrying on of industrial, skilled trade or any other commercial activities. Moreover, it is required to register the business with Luxembourg's tax authority and to apply for a tax number.

Certain requirements must be fulfilled for the granting of a trade licence. The managing director or the manager must accordingly possess the corresponding qualifications and professional experience for the particular activity. Furthermore, the company must have a physical presence in Luxembourg (registered office or office).

ELECTRONIC SUBMISSION OF VALUE-ADDED TAX (VAT) RETURNS

From January 1st, 2013, all value-added tax (VAT) returns must be submitted electronically  through the eTVA system of Luxembourg's Land Registration and Estates Department (Administration de l ́Enregistrement et des Domaines). This applies to all liable to value-added tax (VAT) in Luxembourg and subsequently subject to the monthly or quarterly tax regulations with regard to the value-added tax (VAT) return.

LEGAL and TAX ADVICE and SUPPORT

Our lawyers and tax experts stand ready to advise you personally and free of charge during the decision-making process and throughout the company formation/incorporating/setting up process.

Please contact us by telephone through the following telephone number

00352 250 345 27

(Monday - Friday between 9am and 4pm)

or by e-mail at the following e-mail address
info(at)startup-luxembourg.com

or simply use our online contact form

NEW PUBLICATIONS

Company Formation in Liechtenstein
(54 pages) available for download

LUXEMBOURG LINKS

Chambre de Commerce 
Luxembourg's Chamber of Commerce
www.cc.lu

Chambres des Métiers
Luxembourg's Chamber of Trade (only in French)
www.cdm.lu

Ministère des Classes Moyennes et du Tourisme
Luxembourg's Ministry of the Middle Classes, Tourism and Housing
www.mcm.public.lu

Registre de commerce et des sociétés de Luxembourg
Luxembourg's Trade and Companies register
www.rcsl.lu

Administration des Contributions directes
Luxembourg's Direct Tax Administration (only in French)
www.impotsdirects.public.lu

Administration de l ́Enregistrement et des Domaines
Luxembourg's Land Registration & Estates Department (Indirect Tax)
www.aed.public.lu

Centre commun de la sécurité sociale
Luxembourg's Joint Social Security Centre
www.ccss.lu

Commission de Surveillance du Secteur Financier Luxembourg's Financial Market Authority
www.cssf.lu

Inspection du Travail et des Mines
Luxembourg's Inspectorate for Labour & Mines
www.itm.lu