The Luxembourg Commercial Companies Act – Company Law
The Luxembourg Law of 10 August 1915 on commercial companies is the governing legislation for the incorporation and maintenance of a Luxembourg company. You will find below the key extracts from the Luxembourg Companies Act along with the full act.
The trade name of sociétés à responsabilité limitée simplifiées must be followed by the words “société à responsabilité limitée simplifiée” or by the abbreviation “S.à r.l.-S”. The words “société à responsabilité limitée simplifiée” or the acronym “Sàrl.-S” must be written legibly on all documents listed in Article 187.
The provisions of Luxembourg law adopted in implementation of Directive 2001/86/EC, to the extent that the registered office of the Société Européenne (SE) is located in the Grand Duchy of Luxembourg.
Deed of Incorporation
The deed shall state:
- the identity of the natural or legal person or persons by whom or on whose behalf it has been signed
- the form of the company and its name
- the registered office
- the corporate purpose
- the amount of the subscribed capital
- the categories of units, if more than one, the rights pertaining to each of those categories and the number of units subscribed
- details of each contribution in kind, the conditions under which it was made, the name of the contributor
- the reason for, and the extent of, any special advantages conferred at the time of incorporation of the company upon any person who participated in the incorporation of the company
- if applicable, the number of securities or units which do not represent the stated capital, as well as the rights attaching thereto, in particular the right to vote at general meetings
- n so far as they are not provided for by law, the rules determining the number and method of appointment of the members of the corporate bodies responsible for representing the company with regard to third parties, managers, the supervision or control of the company and the allocation of powers among such corporate bodies
- the duration of the company
- at least the approximate amount of the costs, expenses and remuneration or charges of whatever form, which are payable by the company or chargeable to it by reason its incorporation.
Sociétés à responsabilité limitée shall be managed by one or more agents, who may but are not required to be members and who may or may not receive a salary. They shall be appointed by the members, either in the deed of incorporation or in a subsequent deed, for a limited or unlimited period. Unless otherwise provided for in the articles of association, they may be removed, regardless of the method of their appointment, for legitimate reasons only.
A société à responsabilité limitée may have a single member at incorporation or when all of its corporate units come to be held by a single person (single-member company). If all of the corporate units are held by a single person, this does not result in the dissolution of the company. Moreover, the death of the sole member does not result in the dissolution of the company. The maximum permitted number of members is one hundred. If for any reason whatsoever the number of members increases to over one hundred, the company must be converted to another form within one year from when the permitted number was exceeded.
The share capital must be at least 12,000 Euros. It shall be divided into corporate units, with or without mention of value. Securities which do not represent the stated capital may be issued to a given person, and are referred to in this law as “founder shares”.
Certificate of Good Standing
The Registry of Commerce and Companies (RCS) can issue a Certificat Négatif confirming, on the previous day the company registered with the RCS was not subject to dissolution or liquidation. The certificate highlights if there are any problem relating to the company reported to the registry from the commerce court of Luxembourg.