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2. Corporate Law Requirements

In order to incorporate a company in the Grand-Duchy of Luxembourg (Luxembourg), there are a number of steps and requirements that are needed to ensure legal compliance. Those main steps and requirements (for unregulated companies, meaning companies not submitted to the supervision of any Luxembourg authority, such as the Luxembourg Supervisory Authority of the Financial Sector or the Luxembourg Supervisory Authority of the Insurance/ Reinsurance Sector) are as follows:

  • choose the form of commercial company to be adopted (such as: private limited liability company (Société à responsabilité limitée), public company limited by shares (société anonyme), partnership limited by shares (société en commandite par actions), etc.);
  • prepare articles of incorporation;
  • define the organization’s capital structure (amount of capital (required legal minimum to be respected), number of shares, rights attached to shares, etc.);
  • define and establish the initial registered office/ address of the company (either proper offices (leased/acquired) or with a Luxembourg based domiciliation agent);
  • define and establish a board of directors/ of managers (the Board) (Note: in Luxembourg for substance reason usually the Board has a majority of Luxembourg resident members (often partially provided by the domiciliation agent));
  • choose and open a bank account of the company with a Luxembourg based bank (the “Bank”), subject to the satisfaction of “know-your-client” obligations and account opening procedures;
  • create all the necessary organization and foundational resolutions, such as first Board meeting;
  • if applicable, or wished by the client, drafting of a shareholder agreement and/or regulations restricting powers of the Board;
  • payment of the corporate capital into the company’s bank account opened with the Bank and delivery by the Bank of a blocking certificate to the Luxembourg notary, stating that the capital has been paid into the bank account;
  • signing of the notary deed of incorporation before a Luxembourg notary (can be made under power of attorney), the signing of the incorporation deed being subject to the delivery of the blocking certificate by the Bank to the Luxembourg notary);
  • registration of the company with the Luxembourg register of commerce and companies (will be done by the Luxembourg notary); it being stressed however that under Luxembourg law the company comes into existence promptly upon signing of the incorporation deed before Luxembourg notary;
  • if a commercial activity is exercised, corresponding with the Luxembourg tax authorities, to complete all necessary application steps to obtain a tax/VAT/business ID number (which is used in most corporate documents and declarations);
  • register trademarks or other intellectual property protections, where applicable.

Our law firm will be able to assist you in the setting up of a company in Luxembourg and has established a long term relationship with domiciliation agents, further service providers or experts in the above business law requirements and will be able to assist the client and to coordinate the work as wished by the client.

Any questions

Ask our member firm KLEYR | GRASSO in Luxembourg