Luxembourg
Company Formation Services

Company Registration

The Luxembourg corporate legislation defines six forms of entity through which business can be carried out from Luxembourg. Each of these 6 forms has a legal personality distinct from that of its members. The choice of legal form depends on economic and legal considerations (e.g. the extent of members’ liability, the extent to which shares are transferable, etc).

No company may adopt a name giving rise to confusion with that of an existing company.

Principal Forms of Entities

The principal forms normally used are:

Société à Responsabilité Limitée (SARL) or the private limited liability company.

Société Anonyme (SA), considered to be the equivalent of the public limited company whose members are liable only to the extent of their contribution in the company’s capital.

Société en Nom Collectif (SENC), considered to be a partnership, which may be formed by two or more persons all of whom are personally, jointly and indefinitely liable for the partnership’s debts. In principle, shares of an SENC are not normally transferable, though the articles of association may provide for departures from this rule.

Société en Commandite Simple (SECS) or limited partnership, which is formed by one or more partners (the “general partners”) who are jointly and indefinitely liable for the partnership’s debts and by one or more “limited partners” whose liability, is limited to their contribution. Both SENC and SECS are not subject to tax in their own name, but to personal income tax which is payable by the partners to the extent of their share in the partnership’s income.

Société en Commandite par Actions (SCA) or the partnership limited by shares. The SCA is comparable to the limited partnership (SECS), the only difference being that the limited partners’ shares are freely transferable.

Société Coopérative (SC) or the cooperative company whose members’ responsibility may be limited by the statutes of the company to a certain amount. Shares of an SC are not transferable to third parties.

In practice, the SA and SARL have proved to be the most popular.

The main features of these two corporate forms are presented in the summary table below:

Particulars

Société Anonyme (SA)

Société à Responsabilité Limitée (SRL)

Minimum subscribed capital

€ 31,000 € 12,500

Minimum paid-up capital

25% 100%

Number of shareholders

1 minimum 1 to 40

Type of shares

Registered or bearer Registered

Management

Board of directors (1 if 1 shareholder, 3 otherwise) Director(s) (minimum 1)

Annual Shareholder’s
Meeting

1 per year if more than 25 associates

Auditor

required required if more than 25 associates

Report

required not required

Trade Permit

The Luxembourg constitution of 1868 guarantees to every citizen the freedom of trade and industry, as well as the freedom to establish a business.

However, in the interest of industry and commerce and in order to guarantee the administrative supervision of the business environment of the country, local legislation lays down some specific conditions for access to and exercise of trades and occupations.

Under the law of 28 December 1988, a government permit is required for any industrial or trade activity to be carried out in Luxembourg. The permit is issued by the Ministry of Middle Classes based on the applicant’s professional qualifications and good standing. The permit is strictly personal, and cannot be transferred to other persons. Legal entities, including partnerships, must apply in the same way as physical persons, demonstrating necessary professional qualifications and good standing of the firm’s management.

Why TBA

What separates us from our competitors is that our services don’t end with the registration of your company. We offer a wide range of additional services others can’t or just won’t offer, such as lifetime free support.

Whilst most providers either specialise on personalized consultation at relatively high rates or run bulk registration factories without any support, we want to offer the positive aspects of both types.
Therefore TBA combines professional advice, worldwide registration services, reasonable fees, customized order processing, lifetime support and fast processing. Where others see company formation services as a bulk registration with no support and no individual assistance, we do care about your business needs

Should you have any question or matter
You would like to discuss or clarify with us

Or

Should you like to receive further Information
About our services and fees, …

Our multi-lingual team of business advisors is happy to assist you with all upcoming questions and issues in relation to your company.

You may call or email us, and we will be happy to assist you in a fast and efficient manner.

You can also come and visit us at our Limassol offices to discuss issues face to face if you prefer. Just arrange an appointment and we will be happy to meet with you.