How To Register A Company In Luxembourg
In this article Dashboardlogins.com tries to answer the question by publishing How To Register A Company In Luxembourg.
Deposit the minimum capital requirement
The promoters must open a bank account in the name of the company in formation and must transfer the amount of the share capital to this account before the passing of the deed of incorporation. For the purpose of the passing of the notarial deed, the bank will remit an escrow certificate (certificat de blocage) certifying that the funds corresponding to the amount of the share capital are “blocked” in the escrow account. The funds are automatically unblocked on delivery of a certified copy of the notarial deed of incorporation and the issue by the notary of the release certificate (certificat de déblocage).
Verify uniqueness of company name and reserve name
Shareholders are free to choose the company’s name but must ensure that it is unique. Each person requesting the Trade and Companies Register to confirm the availability or non-availability of a company’s name may select four types of documents to reflect the answer of the Trade and Companies Register. The most expensive type of document has a price of EUR 10.
Notary drafts and notarizes the company deed
A private limited liability company must be incorporated before a Luxembourg notary public.
The Luxembourg notary draws up the deed of incorporation which includes the articles of association of the company. Model of articles of association may be found on Internet (the national Chamber of Commerce’s E-space Entreprises information center can help incorporators to complete the model of documents).
The Luxembourg notary is held by law to pay all the costs relating to the incorporation and registration of the company and which include, the notary fees EUR 450 (fee EUR 150 + sundry expenses EUR 200 + certified copies EUR 100); Company Register fees EUR 250; Publication in Official Gazette EUR 250; Sundries EUR 50.
The notary must provide a detailed account/invoice once the company is incorporated.
Apply for business license
This license/permit is issued by the Ministry of Middle Classes for a commercial activity or by the Ministry of Economy for industrial activities upon request and on proof of knowledge of business management. To apply for a business license, promoters must submit the following documents:
- Application form (completed and signed) for an establishment permit.
- Tax stamp. The amount can be transferred to the national Giro account (CCP) of the Registration and Domains Administration (Administration de l’Enregistrement et des Domaines): LU47 1111 0087 9262 0000, with the reference: “Office Fee for Establishment Permit [ENTER APPLICANT’S NAME].” In this case, proof of payment must be presented. The tax stamp can also be obtained from the E-space Entreprises information center.
- For non-residents and persons residing in Luxembourg for fewer than 10 years, a recent notarized certificate of non-bankruptcy.
- Articles of association (executed or draft) for a commercial company.
- School certificates or professional diplomas (certified by the institution) required for the intended activity. Otherwise, proof of relevant professional experience such as an EU certificate or certificate of registration with a social security authority.
- An affidavit on the exercise of any management posts previously held in Luxembourg, for verification of non-bankruptcy.
- The applicant’s identity card (copy).
- The applicant’s police record or affidavit. Note: This applies to nonresidents and persons residing in Luxembourg for less than 10 years. In practice, the Ministry of the Economy and Foreign Trade tends however to request the provision of a police record or affidavit to every applicant although not required as such.
The business permit application can be submitted before executing the notary deed because the Ministry of the Economy checks the draft articles of association—the company name, business purpose, and identity of directors and officers for compliance with the provisions of the applicable law.
Generally, the business license/establishment permit application and notary deed processes start more or less at the same time and are pursued simultaneously. Although the company incorporation process requires a notary, the founder may directly register the company with different administrations and obtain identification numbers and the business license/establishment permit.
Since October 2011, business license requests can be handed in online at www.guichet.lu. The required documents are the same ones. They all need to be transformed into a PDF and attached to the online form. In order to be able to deposit the business license online, the applicant is required to have a LUXTRUST certificate in order to sign the application form electronically.
Register at the one-stop shop
The notary public must levy an initial payment for all applicable company incorporation fees and taxes, including registration costs.
The notary must register:
- the articles of association with the tax administration (Administration de l’Enregistrement) at the Registry one stop shop;
- the company with the Trade and Companies Register, within 4 weeks of the incorporation of the company.
The Trade and Companies Register arranges for the publication of the incorporation deed in the Official Gazette within 2 months of the company’s registration. Upon usually 24 hours of the registration, the Trade and Companies Register generates an administrative or official (register) number that accompanies the company during its corporate life. This number forms the basis for all other identification numbers to be issued by the administration for direct taxes (tax number), the administration for indirect taxes (VAT number), or the social security service (pay-as you-earn number and employer number). Applications can be filed for both VAT and social security at the one-stop, which distributes the forms to the relevant administrations. The company’s registration with the Chamber of Commerce is done automatically.
Unblock the authorized capital
Once the company is incorporated, the notary public immediately issues a release certificate (certificat de déblocage), indicating that the company has come into existence. This certificate will be sent to the bank, together with a copy of the incorporation deed, for the release of the funds corresponding to the share capital.
Approx. 1 month