Luxembourg Société à Responsabilité Limitée (Sàrl) Company Incorporation

A Luxembourg Société à Responsabilité Limitée (Sàrl) is equivalent to a Limited Liability Company in the UK or a GmbH in Austria and Germany in that it is a legal entity which is separate and distinct from the individuals who run it. For sole traders and for people in partnerships, the individuals’ personal assets are at risk if there is a claim against the organisation but shareholders in a Sàrl are liable to lose only the value of the share capital to which they subscribe.

The Sàrl is the most common form of incorporation in Luxembourg and benefits from a high level of confidentiality as the directors of the company do not appear on public records and nominee shareholders are allowed.

The Soparfi is a fully taxable Luxembourg resident company that takes advantage of the participation exemption in Luxembourg and that may benefit from double taxation treaties signed by Luxembourg as well as the provisions of the EU Parent-Subsidiary Directive.

  • Company Name

    The company name may be in any language, but the registry may request a French or German translation. The company name will need to end with the suffix Sàrl. Certain words, suggesting governmental/country patronage or suggesting links to licenses industries, such as banking, are prohibited. You can conduct a name check now using our free company name check service.

  • Registered Office

    All companies are required to have a registered office, which must be physical address in Luxembourg. We can provide a registered address. This is where all official correspondents and company documents may be served.

  • Directors

    Only one director is required for a Luxembourg Sàrl, and there are no restrictions on nationality or residency. As certain industries require a business license, we recommend that companies operating in those industries have a director resident in Luxembourg or the European Union. The names and details of directors do not appear on public record.

  • Shareholders

    There are no restrictions on the nationality or residency of shareholders. Only one shareholder is required and a maximum of 40 shareholders is permitted. Details of shareholders are available for public inspection but the use of nominee shareholders can provide confidentiality. All companies with more than 25 shareholders must hold an annual general meeting.

    General meetings of the shareholders

    Companies with fewer than 25 shareholders, it is not mandatory to hold an ordinary general meeting of the shareholders.

    Beneficial Owner Register

    Luxembourg has announced proposals to introduce registries of company and trust beneficial ownership. The draft law introduces new obligations on trustees to maintain and make available information on their beneficial owners. The new register will be administered by Luxembourg’s companies registry, the Registre de Commerce et des Societes.

  • Financial Account Manager

    A financial account manager must be appointed, his role is to present the annual company accounts to shareholders at the general meeting.

  • Share Capital

    The minimum share capital is EUR 12,500 and the minimum value per share is EUR 25.

  • Timescale

    Once all the information has been received the Luxembourg company formation process typically takes ten days.

  • Fees

    Luxembourg Company Formation – £6000

    Company Administration & Registered Office – £2400

  • Filing Requirements

    All companies are required to file annual financial statements, although these records do not need to be kept in Luxembourg. Annual tax returns must also be submitted.

  • Proof of Identity

    As part of our due diligence we require proof of identity in the form of a certified passport copy for all directors and shareholders of the company.

  • Formation Package

    • Power of Attorney to lodge documents
    • Drafting the Articles of Association / Statutes
    • Money placed in trust temporarily in Luxembourg
    • Registration of incorporation of the company
    • Obtaining registered business number from the commercial court
    • Registration of the incorporation with the commercial court and publication in the Memorial (official journal)
    • Request the Business Licence
    • Notary Public fee and payment of capital tax
    • All documents and certificates supplied in a professional folder
  • Travel

    There is no need to travel to Luxembourg to incorporate, but in order to be granted certain business licenses this might be helpful.

  • Publication

    The articles of incorporation and the names of all directors must be published – Publication is in two stages: first by being deposited with the business register (Registre de Commerce et des Sociétés) within one month of completion of the deed of incorporation, and secondly by formal publication in the official journal of the Grand Duchy – the Mémorial du Grand-Duché de Luxembourg, Recueil Spécial des Sociétés et Associations; within a month of deposit with the registrar.

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