• Luxembourg Private Company

  • GENERAL

    Legal Framework

    The Luxembourg Public Limited Liability Company (Societe Anonyme, SA) is governed by the Luxembourg Law on Commercial Companies 1915 (as amended).

  • SHAREHOLDERS

    Liability of Shareholders

    The liability of the shareholders of an SA is limited up to the unpaid amount of the shares they hold.

    Minimum Number of Shareholders

    The minimum number of shareholders of a Luxembourg SA is 1 and the maximum is unlimited.

    Restriction on Nationality/Residency of Shareholders

    There is no restriction on the nationality or residency of the shareholders.

    Corporate Shareholders

    The shareholders of a Luxembourg SA can be individuals and/or legal persons.

    Nominee Shareholders

    The use of nominee shareholders is allowed.

  • DIRECTORS

    Minimum Number of Directors

    A Luxembourg SA should have at least 3 directors. However if it is a single shareholder company then it can have 1 director.

    Restriction on Nationality/Residency of Directors

    There is no restriction on the nationality or residency of the directors.

    Corporate Directors

    The directors of a Luxembourg SA can be individuals and/or legal persons.

  • SHAREHOLDER MEETINGS

    Shareholder Meetings

    A Luxembourg SA should have its first shareholders' meeting within 18 months from incorporation.

    Thereafter an annual shareholders' meeting should be held within 6 months from the end of its tax year.

    Shareholders' meetings can take place outside Luxembourg.

  • CAPITAL

    Minimum Capital Requirement

    The minimum share capital of a Luxembourg SA is €30,987 of which 25% should be paid up on incorporation.

    Currency of Capital

    The share capital of a Luxembourg SA can be denominated in any currency.

    Non-par Value and Bearer Shares

    The Law permits a Luxembourg SA to issue shares without nominal or par value.

    The Law also permits a Luxembourg SA to issue bearer shares.

    Capital Duty

    There is no capital duty on the issuance of share capital.

  • REGISTERED OFFICE

    Registered Office

    It is a legal requirement for every company in Luxembourg to have a registered office in Luxembourg.

    Company Secretary / Registered Agent

    There is no legal requirement for a Luxembourg SA to have a secretary or a registered agent.

  • FOREIGN INVESTORS

    Restrictions on Foreign Investors

    There are no restrictions on foreign investors investing in a Luxembourg SA in Luxembourg.

  • FORMATION

    Time Needed for Incorporation

    It usually takes 2 - 3 days to register a company in Luxembourg.

    Shelf companies are available.

  • CONFIDENTIALITY

    Beneficial Owners

    The details of the beneficial owner are disclosed to the service provider and are not available on public record.

    Registered Shareholders

    The details of registered shareholders are not available on public record.

    Directors

    The details of directors are available on public record.

    Financial Statements

    The accounts are not publicly accessible.

  • FILING REGUIREMENTS

    Filing with the Registrar of Companies

    Companies are required to submit their annual accounts to the Trade and Companies Register and to record in the Mémorial of the Grand Duchy of Luxembourg that this has been done. The annual accounts have to be submitted in the month following approval but no later than six months after the end of the financial year.

    Filing with the Tax Authorities

    Every company needs to file an annual tax return by 31st of May of the following tax year.

  • RECORDS

    Accounting Records

    A Luxembourg SA needs to maintain accounting records for a period of 10 years. The accounting records can be maintained in any currency and in any country.

    Financial Statements

    A Luxembourg SA needs to prepare annual financial statements. These can be prepared under IFRS or Luxembourg GAAP.

    A parent company is not required to prepare consolidated financial statements if, at the close of the financial year, the parent company with all its subsidiaries meets 2 of the following 3 criteria:

    • Balance sheet assets less than €12.5million.
    • Net turnover of less than €25million.
    • Average number of employees during the financial year of less than 250.

    Certain other exemptions to the consolidation requirements may also be available.

  • AUDIT

    Audit Requirement

    The Law requires the annual accounts of a Luxembourg SA to be audited.

    However, an exemption from audit applies if an SA meets 2 of the following 3 criteria:

    • Balance sheet assets are less than €3.2m;
    • Net turnover is less than €6.25m;
    • Average number of employees during the accounting year is less than 50.