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.
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.
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 – £4550
Company Administration & Registered Office – £2250
Escrow account Luxembourg – £625
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.
Luxembourg - Company Formations & Company Documents
