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Company Registration in Luxembourg

The Grand Duchy of Luxembourg is a small state in Western Europe and a major financial center. Banks in this country hold large volumes of assets, and the state’s main income comes from the banking sector, tourism, and the metallurgical industry.

Company registration in Luxembourg attracts many entrepreneurs, as the country offers multiple business opportunities. Entrepreneurs can not only conduct business but also optimize taxation thanks to special tax incentives.

Opening a company in Luxembourg: available business forms

Today, the following business forms are common in Luxembourg:

  • SARL (LLC). The minimum share capital is EUR 21,400, which must be fully paid before registration. SARLs can issue only registered shares. If the number of shareholders exceeds 25, annual meetings must be held.
  • SA (JSC). The minimum share capital is EUR 31,100, of which one quarter (EUR 7,750) must be paid at the time of incorporation. SA companies are required to undergo audits.

Steps

01

Choosing a name for the future company in Luxembourg

The client must provide 3 options for the company name. We will check the availability of these options for registration and suggest free options for the final choice. If all three options are unavailable, we will request additional names. Providing 3 names is not mandatory but will speed up the process.

02

Document preparation

The client must prepare personal documents for company registration. This can be done in parallel with Stage 1. The exact list depends on the future company’s specifics. Usually, a copy of the passport, proof of address, and a power of attorney are required.

03

Preparation of registration forms

Based on the data provided by the client, a package of documents is prepared for submission to the Register.

04

Submission of documents for registration

The completed package of documents is submitted to the Register. After that, the registrar processes the documents, and the company is added to the Register database.

05

Receiving confirmation of company registration

Once the company is entered into the Register, its registration details become available, and paper versions of statutory documents can be ordered with or without certification. Our specialists can assist with all necessary certifications (notarial certification, apostille) and translations if required.

Business registration in Luxembourg: advantages of the jurisdiction

When choosing a country to start a business, entrepreneurs often select Luxembourg. This is due to the following business benefits:

  • stable political and economic environment;
  • full foreign ownership of businesses allowed;
  • favorable conditions for foreign investment;
  • high level of confidentiality;
  • access to EU markets;
  • developed banking and financial sectors.

Company registration in Luxembourg: taxation

Companies are considered tax residents of Luxembourg if:

  • they are incorporated in Luxembourg and have a registered office in the country;
  • their effective management is carried out from Luxembourg.

In this case, companies are subject to:

  • Corporate income tax. The standard rate is 17%. If company income exceeds EUR 200,000 in any period, the total tax rate reaches 24.94%.
  • VAT. Standard rate is 17%, but it may be reduced to as low as 3% in some cases. For example, reduced VAT applies to most food products, books, pharmaceuticals, as well as water supply, broadcasting, and television services. Financial and healthcare services are exempt from VAT.
  • Withholding tax on dividend income. A 15% rate applies when dividends are paid by one resident to another. However, if a company meets the EU Parent-Subsidiary Directive requirements and is a resident of an EU member state, it is exempt from this tax.

What entrepreneurs should know about opening a company in Luxembourg

All Luxembourg companies are required to prepare financial statements.

SA companies must undergo an annual audit conducted by a certified auditor. Reports must be submitted to the Trade and Companies Register within 7 months after the end of the fiscal year.

SARL companies may be exempt from an audit if:

  • total balance sheet does not exceed EUR 4.4 million;
  • net turnover is below EUR 8.8 million;
  • the company employs no more than 50 people.

Entrepreneurs are also required to pay an annual state duty.

A tax number is assigned to the company upon registration and submission of the necessary documents. A VAT number must be obtained if the company’s annual turnover exceeds EUR 30,000.

Requirements for registering a company in Luxembourg

To start a business and incorporate a Luxembourg company, different documents may be required, depending on the chosen form of business. As a rule, at least the following documents are needed:

  • notarized articles of association, registered in the Trade Register;
  • founding agreement;
  • company charter;
  • resolution appointing directors.

Additionally, a certificate from the selected bank confirming the deposit of the company’s share capital is required.

If you decide to start a business in Luxembourg, company registration will be easier and faster with our specialists. They will handle the preparation and submission of documents, the registration process, and all other formalities.

Free initial consultation on legal issues, related to the daily activities of the business

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Frequently Asked Questions:

Usually, company registration in Luxembourg takes 2–3 weeks.
A company in Luxembourg can be registered remotely through a power of attorney or via a personal visit.
A non-resident can register a company in Luxembourg. You can learn all the details of setting up a business in Luxembourg for non-residents from our specialists.
To register a company in Luxembourg, copies of the participants’ passports and proof of address are required. Registration forms must also be submitted, including information on the source of funds for company formation. Beneficiaries may be asked to provide proof of the origin of funds used to establish the company.

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