Legal forms

Luxembourg Public Limited Company (PLC., Corp./SA), Luxembourg Limited Liability Company (LLC., Ltd./SARL)

In Luxembourg, the law distinguishes between the following 6 legal forms:

In practice, the Public Limited Company (PLC., Corp. or SA) and the Limited Liability Company (LLC., Ltd. or SARL) are the most commonly used forms.

  Public Limited Company (PLC., Corp./SA) Limited Liability Company (LLC., Ltd./SARL)
Formation The company is formed through the recording of its articles of association by a notary. The said articles are lodged with the Trade and Companies Register and published in the Official Bulletin (Mémorial C). Idem
Share Capital Minimum capital: 31,000 EUR. 1/4 thereof requires to be paid up. Bearer and registered shares may be issued. Minimum capital: 12,500 EUR. This must be contributed in full. The capital is divided into registered shares.
Liability The shareholders' liability is restricted to the extent of the subscribed capital. Idem
Shareholders Must be at least 1 shareholder; natural or legal person; of any nationality and not required to be resident in Luxembourg.
The Luxembourg Consulting Group may appear and act as a shareholder at the formation having been granted a power of attorney or under a Trust Agreement.
Idem
Shares Bearer as well as registered shares are permitted. A share register must be kept. Each shareholder has to be registered in the commercial register
General Meeting The general meeting must be convened annually at the date prescribed in the articles of association. A convening of the general meeting at the date prescribed in the articles of association is necessary only when the number of shareholders exceeds 25.
Board of Directors The board of directors is appointed by the shareholders and manages the company; the board of directors may transfer the responsibility of the company's day-to-day running to one or more than one of its members; it shall consist of at least one member and its members, or member, are not required to be shareholders. No restrictions apply regarding the nationality or residence of its members.
If the company has more than one shareholder, the board of directors must consist of at least 3 members.
The shareholders appoint one or more than one managing director who does not require to be a shareholder. No restrictions apply regarding the nationality or residence of the managing director(s).
Annual Accounts The annual accounts consist of the balance sheet, the profit and loss account and the notes thereto. Following their approval by the shareholders, the annual accounts will be lodged with the Trade and Companies Register and a reference thereto will be published in the Official Bulletin (Mémorial C). Idem
Auditing In the case of small corporations, the annual accounts will be examined by a "commissaire aux comptes". In the case of larger corporations, a "réviseur d'entreprises" is prescribed by statute. Insofar as the number of the shareholders does not exceed 25, smaller Limited Liability Companies are not obligated to have their annual accounts audited. Irrespective of their size and number of shareholders, larger Limited Liability Companies must appoint either a "commissaire aux comptes" or "réviseur d'entreprises".
Non-cash Contributions In the case where non-cash contributions are made, these required to be valued by an independent auditor. In the case of a Limited Liability Company, no independent valuation by an auditor is required. Notwithstanding this, such a valuation is recommended for reasons of liability.
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