Description

Due to its progressive and adaptive approach, Luxembourg has become the center of choice for promoters and investors who wish to incorporate their business in the heart of Europe. Company incorporation in Luxembourg is straightforward both for resident and foreign investors.

Incorporation procedure

The formation of a Luxembourg Company usually takes place with these following steps:

• Company Name Selection

• Open a bank account or Contribution in Kind

• Choose the right type of company to set-up

There are numerous types of companies to choose from in Luxembourg but the most common ones are the Limited Liability Company (SARL) and the Public Limited Company (SA). The main differences between the two would be the minimum capital (respectively €12,000 and €30,000). The other types are Partnership limited by shares (S.C.A.), Co-operative company organised as a Public Limited Company (Coopsa), Special Limited Partnership (SLP).

• Preparation of the Articles of Association

• Due Diligence / AML

A due diligence is carried by the service providers on the shareholders, directors and ultimate beneficial owners.

• Proxy for the Notary

A proxy is signed by the shareholder to be represented at the notary act.

• Notary : Registration and Publication of the Articles of Association

The notary act is signed by the notary. The articles of association must be registered and entered into the commercial registry.

• Apply for a VAT number (where applicable)

• Time frame

The incorporation can be done in a couple of days.

• Trade Licence

A potentially required trading certificate is obtainable from the Ministry for Mid-Sized Businesses following the formation of the company.

Note: as a rule, the company already has full legal capacity following the certification by the notary, and is not required to await entry/publication in the commercial registry.

Apply for a trade license (where applicable):

The right to set-up in commercial activities, skilled craft trades and certain specific professions (professions libérales) is regulated by the Law of 2 September 2011 and requires a business permit. The business permit is only granted if there is a physical installation in Luxembourg that includes an infrastructure suitable for the nature and scale of the concerned activity.

• Formation costs

The formation costs start at 5.000 Eur.

Gearup Solutions provides Incorporation and Set-up services for Luxembourg vehicles:

• Advisory and assistance for incorporation

• Drafting of articles of association

• Liaising with the relevant authorities and coordination with the notary

• Trade licence

• Company registration with the Luxembourg Tax Authorities

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