If you wish to incorporate a company in Luxembourg, you must know that every newly incorporated company should be registered with the Trade and Companies Register. The Trade and Companies Register id an official database of all companies and individuals engaged in trade activities in Luxembourg.
The role of this register if to have a permanent and updated database, to provide information to third parties and to create a safer environment for business transactions by making important information available to all traders.
Types of companies in Luxembourg
A company in Luxembourg can adopt one of the following legal entities:
Societe anonyme – SA – similar structure to a Public Limited Company. At least two members must found this company. The initial capital should be at least 31,000 euros. The capital is divided into shares. The shareholders have no restrictions regarding their residency. The Company Law in Luxembourg regulates the structure and organization of a SA company.
Societe a responsabilite limitee – SARL – similar structure to a Private Limited Company. This is the most popular type of company chosen by foreign investors. The number of shareholders is limited to 40 and they must provide a minimum share capital of 12,400 euros.
Societe co – operative - SC – similar structure to a Partnership Limited by shares. A patnerships is formed by at least two partners. These partnerships can refer to professional partnerships or to small legal entities.
Limited partnership – created by two partners on the basis of a signed agreement. One partner has full liability for the company’s actions, while another has limited liability to the extent of the initial contribution. More partners are also able to form a limited partnership.
Societe europeenne – SE – a public company in conformity with article 2 of the European Council regulation.
The shares for a company may be issued as registered or bearer shares under certain conditions.
There are no legal requirements relating to the nationality or residence of the directors. The situation is different only from a tax perspective, as some requirements are in order.
How to register a company in Luxembourg
The new company must be registered with the Trade and Companies Register by submitting Articles of Association to the register. Any subsequent amendments or changes made in the Articles of Association must also be submitted to the register.
The founders, without the help of a public notary, may register the company deeds, but they must be deposited to the register for publication within one month of the signature date. If the company is incorporated with the help of a public notary, then the notary will submit the deeds to the register.
Access to information from the Trade Register
Certain information about companies registered in Luxembourg can be accessed online, free of charge. Basic information disclosed about legal entities includes the name and the legal form, the registered address, the Trade Register number and the date with the register.
Individuals are able to find out more about a company, such as financial reports information regarding the shareholders or the company directors, or other publicly available data if they pay additional fees.