We can provide a full range of professional services in Luxembourg including company formations, registered office service, company secretarial services and company documents.
Société à Responsabilité Limitée or Sàrl is the equivalent to a limited liability company.
It is not a requirement to visit Luxembourg to complete your incorporation.
The registry may request a French or German translation if a foreign language is used. Your company name will need to end with Sàrl.
The minimum share capital for a Sàrl is €12,500 and the capital may be expressed in any currency. Shares are not freely transferable, transfers require the agreement of all shareholders.
Your Luxembourg company must have a registered office, which must be a physical address in Luxembourg. The registered office is where documents may be legally served on the company. we provide this registered office service in Luxembourg.
|Société a Responsabilité Limitée||Sàrl|
|Minimum share capital||€12,500|
|Minimum Share Value||€25|
|Annual General Meetings||No if under 25 shareholders|
|Corresponding type of UK company||Private Limited Company (Ltd)|
The company’s capital is divided into equal equity interests with a par value which may not be less than €25, and the transfer of shares to parties who are not shareholders is subject to strict conditions laid down in Article 189 of the Act on Commercial Companies.
In companies with fewer than 25 shareholders, it is not mandatory to hold an ordinary general meeting of the shareholders.
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.
The liability of the shareholders is limited to the amount of the capital they have paid, and their shares may be transferred only as provided for by the law.
The statutes or Articles of Incorporation must be published in either French or German. Among other items, they must specify the objects of the company, the share capital and shareholders, directors, year end date and details on the annual general meeting.
The minimum paid-up capital must be deposited with a bank, which will then issue a certificate confirming that the amount has been deposited. This certificate is sent to the Notary to confirm that the capital is held in the company's bank account.
Shareholders may be individuals or companies of any nationality or residence.
Directors may be individuals or companies of any nationality or residence. They are elected for up to six years and can be re-elected, unless otherwise specified by the company statutes.
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.
Any foreign company that wishes to create a branch in Luxembourg is required to register with the Trade and Companies Register.
Branches in Luxembourg are governed by the law of another EU Member State, registration with the Trade and Companies Register consists in fling a form accompanied by a certificate of registration (extrait) which must contain the following information:
Various documents will need to be translated, the documents include:
Luxembourg branches of foreign companies that are not governed by the laws of an EC Member State must also file the company’s certificate of incorporation and statutes with the Trade and Companies Register.