Company formation in Luxembourg

We are specialized in the incorporation of companies in Luxembourg, through a relatively quick process, depending on the availability of the necessary documents.

In Luxembourg, all new companies must be registered with the Trade and Companies register. If you want to open a company in Luxembourg, you can opt for a SA (Public Limited Company), SARL (Private Limited Company), a SC (a Limited Partnership by shares) and a SE (Public Limited Company, in conformity with the European Council Regulation.)

A Luxembourg company may be incorporated with or without the help of a public notary, however in any of the cases all the required documents must be submitted on time with the Trade and Companies Register.

The register also serves to provide a constantly updated database, to provide information about companies to interested third parties and to make information available to all traders.

Although it is relatively easy to incorporate a company in Luxembourg, it’s still important to choose the best type of legal entity that suits your needs, to make sure you prepare all the necessary documents and to comply with local regulations.

In this matter, SIGTAX S.A. has a vast experience incorporating companies in various European countries, including Luxembourg. Our team of experts will offer you all the necessary assistance to make this process as fast and easy as possible. Furthermore, you can rely on us take all the required steps, including preparing the documents, submitting forms and registering your company. In addition, we offer consultation and advice for all those interested in opening a company in Luxembourg.

Types of companies in Luxembourg

It is possible to register several types of companies in Luxembourg, depending on the type of business activities that will be conducted, in the business purpose and on the legal form. This is the main reason why it is important to analyze the advantages and disadvantages of each legal form, before deciding with business structure is best for a business in Luxembourg.

Company registration in Luxembourg and starting a business in this jurisdiction is a relatively simple process. However, before initiating the procedure of setting up a company in Luxembourg, it is important to follow certain steps.

Luxembourg has some of the lowest tax rates, which is why registering a company offers several advantages, especially for those businesses who want to expand their activity on the EU market or to set up their European headquarters in Luxembourg. Most companies and organizations also opt for relocating their logistics related activities in Luxembourg.

Depending on the taxation and on the legal requirements for each business structure, it is important to opt for the best type of company that suits the business purposes of a legal entity. Find out more about company registration in Luxembourg.

The SA (société anonyme or Public Limited Company) is one of the most common business structures in Luxembourg. This type of company offers many advantages, especially in terms of limited liability and regulated access to capital. The liability is limited to the level of contribution of each shareholder. A SA is often chosen as a legal structure for large businesses, but it is also an option for small to medium – sized companies because it allows the use of bearer shares, being thus more easily transferable. This type of company can be formed by an individual or by a legal entity.  A SA can be administered by a board of directors or through a dual system, composed from a management board and a supervisory board.

The SARL (société à responsabilité limitée or Limited Liability Company) is a most often used for commercial activities. The liability of the partners is limited to the amount of their contributions; however the company shares are not transferable. In Luxembourg, the SARLS is the most widely used business structure, two thirds of the companies registered in Luxembourg being SARLs.  A SARL can have at least 2 partners and maximum 100 partners. There is also possible to for a single member SARL, which is usually considered an exception to the traditional concept of the company law. In Luxembourg, it is possible for legal entities to assume the management of a SARL.

The SC (société cooperative or Cooperative Company) is a company that is variable in capital and that does not allow the transfers of shares to third parties. The number of partners can be changed, which is why determines the variability of the capital. In the case of a SC, the articles of association offer partners flexibility when it comes to their responsibilities and the management and functioning of the company. A SC can be formed by minimum 2 partners and there is no maximum number of partners set.

The SE (société européenne) is a type of European Company that is governed by the Community law. It has its own legal framework and can act as a single economic operator throughout the entire EU. A SE doesn’t need to set up subsidiaries governed by several national legislations; however it can carry its activities on the EU territory through company subsidiaries.  SE companies must be constituted before a notary, under the same conditions of SAs.

The SOPARFI (societe de participations financieres) is a type of Luxembourg holding company, that is used by companies which are having financial investments. The SOPARFI benefits from distinct inter-corporate privilege in Luxembourg. A SOPARFI is mostly formed as a Public Limited Company, but it can also be formed as a Limited Liability Company or as a Partnership Limited by Shares. Find out more about the benefits of a holding company in Luxembourg.