:
registration of legal entity

Cost of registration The cost of the second year Number of Directors Corporate tax rates Payment of Charter Capital Financial statements
7490.00 EUR 5630.00 EUR 1 20.00% 12395.00 Yes

Company registration in Luxembourg

Зарегистрировать компанию в Люксембурге

The location of the Grand Duchy of Luxembourg is Western Europe. This small country shares borders with Belgium, Germany, and France. Luxembourg is landlocked country. Being one of the smallest independent European countries, Luxembourg occupies just a bit more than 2500 km2. The population is about 550 thousand people.

Luxembourg is the member of the EU, NATO, the UN, OECD, and constitutes intergovernmental union Benelux with the Netherlands and Belgium.

National composition of the state is diverse, thus there are predominantly indigenous inhabitants, as well as French people, Germans, Italians, Portuguese people, etc. Three languages has the status of state language, namely: German, Luxembourgish, French. English is also widespread, especially in the business sphere and tourism. Most of the population are Catholics.

According to its political system Luxembourg is a constitutional monarchy.

The official currency is Luxembourgish franc.

The climate of Luxembourg is mild and moderate.

Luxembourg is a large financial center. The most serious amounts of assets are concentrated in the banks of the state. The financial sector is naturally one of the most important in the economy of Luxembourg. In addition, insurance activities, sphere of communications, IT, trade, etc. are successfully developing in the country.

Forms of doing business

Most of entrepreneurs tend to register company in Luxembourg in the following forms:

  • Public company with limited liability or Joint-Stock Company (SA);
  • Limited Liability Company (SARL).

Legislative framework.

Registration and management of the company takes place in Luxembourg in accordance with the Law "On Commercial Companies" of 1915 (the adopted consolidated version is currently in force).

How to register SA in Luxembourg? Peculiarities

  • Notarial deed on foundation of the company shall be registered in the Trade Register. The document should also be published in the «Memorial» bulletin.
  • Minimum share capital shall be Ђ 31 000. At the moment of registration of the company in Luxembourg a quarter of the total amount should be paid.
  • Registered shares or bearer shares can be issued.
  • The company shall have at least two participants. They can be either foreign nationals or residents of Luxembourg. Shareholders may appoint attorneys by issuing orders, powers of attorney, and trust contract.
  • It is necessary to hold meeting of shareholders once a year.
  • Company in Luxembourg should have the Administrative Board, which shall be composed of at least 3 persons and 1 delegate.
  • Necessity of submission of the audit in the Trade Register is determined by the size of the company. The auditor's report is required.

SARL company formation in Luxembourg. General provisions

  • It is required to provide a notarized deed of foundation, such as for SA.
  • Minimum issued subscription capital of shareholders shall be from Ђ 12 500. The total amount is contributed to the issue.
  • Only registered shares are permitted.
  • The company can have from one to several partners. They can be both citizens of Luxembourg and representatives of other countries.
  • If there are more than 25 partners, the meeting should be held once a year.
  • One or several managers shall be in composition of the Administrative Board.
  • Necessity to provide financial statement determines the size of the company.
  • The auditor's report is not required to be submitted.

Taxes in Luxembourg

  • Resident companies paying taxes are the following:
    - companies with registration in Luxembourg and legal address in Luxembourg;
    - companies supervised and managed from Luxembourg.
  • Resident companies pay taxes from all the worldwide income. The exceptions are:
    - dividends,
    - capital gains,
    - income from royalties.
  • Non-resident companies pay taxes only on income that was received in Luxembourg, and as an exception, the same items of income, as in the case of resident company, are taken into account.
  • Income tax rate equals to 29.22% (corporate tax is 21%, fee for the Employment Fund - 1.47%, municipal business tax - 6.75%). The adjustment of the basic rate is possible. However, the experience has shown that its fluctuations are insignificant.
  • Minimum (advance) tax is introduced for all companies-residents of Luxembourg. Annual balance of the company (income for a certain financial year is taken into account ) will influence the amount of tax. For example, a company with a balance of up to € 350000 will pay this tax in the amount of € 535.
  • Withholding tax on dividends, which the company in Luxembourg pays out to shareholders, equals to 15%. Exemption from payment of this tax is provided, if the recipient company:
    - is another resident company;
    - is resident of the EU Member State and complies with the EU Directive on parent companies and subsidiaries (Article 2).
  • VAT is 15% (this is the lowest European rate). For certain types of goods and categories of services lower rates are provided.
  • Property tax is 0,5%.
  • Income tax for natural persons is calculated on a progressive scale. Maximum equals to 43,6%.
  • Natural persons do not pay property tax.

Bookkeeping in Luxembourg

SA company shall necessarily submit annual financial statements approved at the annual shareholders' meeting. It is also necessary to undergo annual audit, which is carried out by staff certified auditor. Reports shall be submitted to the Register of Trade and Companies not later than 7 months after the expiration of the period of fiscal year.

SARL company also prepares annual financial statements. There is no need to appoint auditor of the company, which

- workforce is up to 25 employees;

- overall balance does not exceed € 3125000;

- net turnover is not more than € 6,25 million.

If any 2 indicator are exceeded, the financial statements shall be submitted.

Delay in filing statements causes fines and penalties.

Do you want to register or buy a company in Luxembourg? Then we are ready to provide all the necessary services. Registration of companies, trusts, businesses in a variety of countries around the world is one of the main directions of our work.

The company in Luxembourg will be start for reliable, legitimate and successful business.

Set of documents
   
  • Ask our manager
Nominee director and shareholder
 EUR  
  • Ask our manager

General information
Square2 586.00
Population509 074.00
CapitalLuxembourg
Unemployment17.20
State polityConstitutional monarchy
Telephone code352
Place in the world in corruption11
locationWestern Europe
ClimateModified continental with mild winters, cool summers; avg. maximum temperature (July) +24°; avg. minimum temperature (January) -3°
Literacy rate100.00%
Ethnic groupsLuxembourger 63.1%, Portuguese 13.3%, French 4.5%, Italian 4.3%, German 2.3%, other EU 7.3%, other 5.2%
National currencyEuro
USD exchange rate0.75
GDP per capita3
Official languageLuxembourgish (national language), German (administrative language), French (administrative language)
Credit ratingAAA
The judiciaryThe Constitutional Court, Courts and Tribunals (Supreme Court of Justice, including the Court of Appeal, the Court of Cassation, two areas of the Tribunal, the Tribunal three); administrative courts and tribunals. Judges of all courts are appointed by the
Executive authorityHead of government: Prime Minister, Deputy Prime Minister. Government: Council of Ministers appointed by the monarch on the recommendation of the Prime Minister.
Legislative authoritiesThe Chamber of Deputies (60 seats)
Corporate information
Opportunity to purchase ready-made companiesДа
Legal systemCivil Law
The use of the Cyrillic alphabet in the nameНет
Local registered officeДа
Organizational and Legal FormsSOCIETE ANONYME (JOINT STOCK COMPANY) SOCIETE A RESPONSIBILITE LIMITEE GENERAL PARTNERSHIP LIMITED PARTNERSHIP BRANCH OF OVERSEAS COMPANY 'HOLDING' COMPANY
Indication of BPA in the nameSociété Anonyme, SA or AG
Prohibited expressions in the nameBank, Building Society, Savings, Insurance, Assurance, Reinsurance, Fund Management, Investment Fund
Local registered agentНет
The information required to be kept at the registered officeregister of shareholders
Shares and share capital
Standard currencyEuro
Information about the beneficiary is disclosed12400.00 euro
The minimum amount of paid-in capital, nat. currency12400.00 euro
The minimum amount of the issued capital12400.00 euro
Bearer sharesНет
Terms of payment of the issued capitalAt the time of registration
The usual size of the authorized capital12500 euro
Terms of capital paymentAt the time of registration
Usual nominal value of shares100 euro
Possibility to issue shares without par valueНет
Taxation
VATДа
Basic corporate tax rate20.00%
Capital gains taxДа
Withholding taxDividends - 15% (but maybe reduction or exemption); interest and royalties - no
Currency controlНет
The tax on personal incomeProgressive scale of rates to 39%
Corporate tax rates details20% with an income of less than 15,000 euros on revenue of 21% over 15,000 euros. Rate reduced from 19% to 18% as from 1 January 2018. 18% rate applies to companies whose taxable income exceeds EUR 30,000; 15% rate applies if taxable income does not exceed EUR 25,000. Surtax of 7% contributed to unemployment fund and municipal business tax also apply.
Stamp dutyДа
Other taxesCouncil tax on commercial activities (6% - 12%); property tax (0.5% of the operating assets); the real estate tax; property transfer tax
Director and Secretary
Minimum number of directors3
The requirement for residency directorsНет
Director of legal entities are allowedДа
The data reveals to the local agentДа
Data field to the public registryДа
Meeting / regularity / placeNo restrictions
The requirement for the presence of the SecretaryНет
Requirement to the residense of the SecretaryНет
Requirements to qualification of the SecretaryНет
Legal entity as the SecretaryНет
Shareholder and beneficiary
Minimum number of shareholders1
Data is entered in the public registerНет
Shareholders residency requirementНет
Information about the beneficiary is disclosedНет
Information may be disclosed to the local agentНет
Shareholders-legal entities are acceptableДа
Meeting / regularity / placeYes / annually / as defined in the statute
Reporting
The requirement for filing reportsДа
Open access to reportsДа
Statutory auditНет
The requirement for filing Annual ReturnНет
Open access to the Annual ReturnНет
The requirement for reportsДа
Treaty on avoidance of double taxation (States which signed)62
Membership in the OECDНет
Is it offshore according to Russian legislationНет
Trademark Registration
By using information from this page please read the Disclaimer
uptocall_male.jpg