Forming a Company in Luxembourg

Healy Consultants can legally complete forming a company in Luxembourg with the Registre de Commerce et des Societies. Points to consider when forming a company in Luxembourg include:

Prior to forming a company in Luxembourg, a minimum of two shareholders and one director is required to set up a Luxembourg company, whether Societe Anonyme (SA) or Societe Anonyme a Responsabilite Limitee (SARL). Shareholders and directors may be individuals or corporate entities of any nationality, and need not be resident in Luxembourg, however a SARL is limited to a maximum of 40 shareholders. When there are under 25 shareholders an annual meeting is not required by law.

International entrepreneurs forming a company in Luxembourg can do so by incorporating either a SA or SARL and qualifying as a Luxembourg Societe de Gestion de Patrimoine Familial (SPF), which replaced the 1929 Holding Company in 2006, or a Luxembourg SOPARFI Trading company.

Important to investors, when forming a company in Luxembourg, the authorised minimum share capital is 12,500 Euros (SARL) or 31,000 Euros (SA), which must be fully paid-up at incorporation.The difference between SA and SARL is that an SA's capital is split between shareholders, whilst an SARL has capital split into certificates which are not freely transferable. Ultimately, SA and SARL are extremely similar.

When forming a company in Luxembourg there are no exchange controls in the country for investors.

100% foreign ownership is permitted for foreign investors forming a company in Luxembourg.

Healy Consultants can legally complete Luxembourg company registration for our international clients.

A Luxembourg SA or SARL is required to prepare annual audited financial statements when at least one of the following is applicable: i) the balance sheet value is greater than EUR3.125 million, ii) the sales value is above EUR6.25 million, or iii) there are over 50 employees. If none of the points are valid, there is a requirement to file annual accounts but no requirement to have these audited. A Luxembourg SA or SARL requires a registered office in Luxembourg to which all correspondence is sent. Healy Consultants will be the registered office for our client's company.

After forming a company in Luxembourg, Healy Consultants can assist with opening a Luxembourg corporate bank account for our client, including world-class multi-currency internet banking facilities.

After forming a company in Luxembourg, details of the company's registered office, its share capital, directors, articles of association and annual accounts are available for viewing on a public register.