Formation de Société au Luxembourg

Company structure in Luxembourg

Legal basis  - Civil law (Napoleonic)

Legal framework  - Law of August 10, 1915 on commercial companies

Company form  - Limited liability company (Limited liability company, Sarl)

Responsibility  - The liability of the partners of companies in Luxembourg is limited to their contributed capital.

Share capital  - The minimum capital of a Sarl is 12,500 euros. Upon incorporation, the capital must be fully paid up. Capital contributions can be made in cash or in kind. The company's capital is divided into registered shares. Each share has the same value and each share will have a minimum value of 24.79 EUR. The shares can only be transferred to non-shareholders with the agreement of the general meeting at which at least 75% of the company's capital must be represented.

Partners - A Sarl can be formed by two or more natural or legal persons, residents or non-residents, up to 100. The only document filed for registration is a Memorandum of Association which does not contain the names of the partners

Managers - At least 1 manager, who can be a natural or legal person, resident or non-resident, without restrictions.

Secretary  - The company can appoint a secretary, but this is not compulsory.

Address of  registered office - A company must have a registered office in Luxembourg.

General assembly  - Annual general meetings are compulsory for companies with more than 60 partners. Otherwise, they are not mandatory. The statutes will specify the rules for convening and conducting meetings. Meetings can take place anywhere.

Electronic signature  - authorized.

Re-domiciliation  - Incoming / outgoing redomiciliation is not authorized.

Conformity  - Companies are required to keep accounting records and file financial reports with the RCS within seven months of the end of the financial year.

Companies with more than 60 partners must be subject to the compulsory supervision of at least one auditor designated in the articles of association.

Audits are required for companies with two consecutive years meeting two of the following three criteria: net turnover of 8.8 million euros; balance sheet total of 4.4 million euros; average staff of at least 50 people.

 

Key Figures of Companies in Luxembourg

Official nameGrand Duchy of Luxembourg
Proper nounGroussherzogtum Lëtzebuerg (lb); Großherzogtum Luxemburg (de)
ContinentEurope
SubcontinentEuropean Union
Population626,108 inhabitants (2020)
Population growth1.99 % / year
Area2,586 km²
Density242.11 inhabitants / km²
GDP69.488 billion $USD (2018)
GDP / capita114,340 $USD (2018)
GDP growth2.60 % / year (2018)
Life expectancy82.24 years (2019)
Birth-rate10.05 ‰ (2019)
Fertility rate1.34 children / woman (2019)
Mortality rate6.91 ‰ (2019)
Child mortality rate4.65 ‰ (2019)
Literacy rate100,00 % (2020)
Official languagesLuxembourgish, French, German
ChangeEuro (€ EUR)
HDI0,909 / 1 (2018)
IPE79,12 (2018)
Nature of StateConstitutional monarchy
Head of stateGrand Duke Henry
National HolidayJune 23 (birthday of the Grand Duke)
Codes ISOLU, LUX
NiceLuxembourgish, Luxembourgish
Tourists1,046,000 people (2017)

 

Formation de Société en Angleterre

The Luxembourg is a country in Western Europe without access to the sea. It is, after Malta, the smallest of the Member States of the European Union. Located between Belgium to the west and north, Germany to the east and France to the south, Luxembourg measures 57 km from west to east, and 82 km from north to south.

 

Formation de Société en Angleterre

From an administrative point of view, the territory is divided into twelve cantons and 105 communes (the three districts were abolished in 2015). The country has two natural regions: Eisleck in the north, or Oesling, which represents about a third of the territory, is a high plateau with an average altitude of 450 m, largely cut by rivers. It is part of the Ardennes massif. Gutland to the south, or Bon Pays, a hilly plain, has an average altitude of 250 m. A third of the territory is covered with forests, and half is used for agricultural and wine-growing purposes.
Luxembourg exceeded the symbolic number of 500,000 inhabitants a few years ago (2010), and its demographic growth remains very strong, at around +2 % per year. It exceeded 600,000 inhabitants at the start of 2018. 80 % of this growth is linked to immigration. Very open to the international market, the country is made up of 47.9 % foreigners (in 2018, the rate is constantly increasing).
It is one of the richest countries in the world. Generally considered a tax haven, a good part of the activity comes from the financial sector.

 

Corporate Taxation in Luxembourg

Corporate tax rate (IS)
Global CIT rate (%)24,94% on a combined basis (IS, solidarity surcharge and municipal business tax [Luxembourg-City])
Corporate tax (IS) due dates
CIT return deadlineMay 31st
CIT final payment due dateAt the end of the month following the month of the tax contribution receipt.
Estimated due dates for CIT paymentsQuarterly payments.
Personal income tax rate (PPI)
Global PIT rate (%)42, plus 9% solidarity tax
Personal income tax (PIT) due dates
PIT return due dateMarch, 31st
IRP final payment due dateNP
Estimated PIT Payment Due DatesQuarterly
Value added tax (VAT) rate
Standard VAT rate (%)17
Withholding tax rate (WHT)
WHT rate (%) (Div / Int / Roy)Resident: 15/0/0;

Non-resident: 15/0/0

Capital gains tax rate (CGT)
Corporate capital gains tax rate (%)Capital gains are subject to the normal corporate tax rate.
Tax rate for individual capital gains (%)Capital gains are subject to the standard IRPP rate.
Wealth / Equity Tax Rate
Global wealth / equity tax rate (%)N / A
Rate of inheritance and gift tax
Rate of inheritance tax (%)NP
Gift tax rate (%)NP
NA means Not Applicable (that is, the territory does not have the stated tax or requirement)
NP stands for Not Provided (i.e. information is not currently provided in this chart)