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HOW TO OPEN A COMPANY IN LUXEMBOURG
STEPS FOR COMPANY FORMATION IN LUXEMBOURG
• Providing the company’s name.
• Providing all relevant identification information.
• Reviewing of the application to open the share capital account.
• Approval of the share capital bank account setup.
• Injection of the capital.
• Notary procedures.
• Filing the company’s documents with the Trade Register.
• Obtaining Tax ID.
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COMPANY TYPES LUXEMBOURG
• Limited Liability Company in Luxembourg (Luxembourg Société à Responsabilité Limitée - SARL)
• Joint Stock Company in Luxembourg (Luxembourg Société Anonyme - SA)
• SOPARFI
• General Partnership in Luxemburg
• Limited Partnership
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LIMITED LIABILITY COMPANY - SARL FACTS
• Preferred type of company by most foreign investors.
• The minimum number of shareholders is 2 and the maximum is 40.
• The management board has to be formed of at least one manager.
• The minimum capital of EUR 12,400 is divided into participation certificates.
• This amount has to be deposited in full before registration of the company.
• The SARL partners’s liability is proportional to their own contribution to the
company's share capital.
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THE JOINT STOCK COMPANY LUXEMBOURG SOCIÉTÉ ANONYME - SA
• There have to be at least 2 members (residents or non-residents,
individuals or legal entities).
• The S.A is regulated by the Commercial Companies Law 1915 and
designated for business at a large scale.
• The minimum capital is EUR 31,000 which is divided into freely
transferable shares.
• The shareholders of a S.A can be anonymous.
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AN UNIQUE ENTITY CALLED SOPARFI
• SOPARFI stands for Société de Participations Financiers.
• It is a fully taxable company limited by shares.
• It can be incorporated under a Luxembourg SA, or Luxembourg SARL.
• SOPARFI is generally incorporated as a Luxembourg Joint Stock Company due to its operating flexibility.
• Its uniqueness comes from being a pliable investment vehicle allowing an expansive range of activities within an attractive tax environment.
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REGISTRATION OF GENERAL PARTNERSHIP IN LUXEMBOURG
• At least two members are needed.
• It is known either as Société Civile (for professional partnerships),
• Either as Société en Nom Collectif (for smaller entities, like family businesses).
• All the partners are general and have the right to manage the company.
• They have full liability to the company's debts and obligations.
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LUXEMBOURG BRANCH, SUBSIDIARY OR REPRESENTATIVE OFFICE
• Any foreign company is able to set up branch entities in Luxembourg.
• These can be set up as separate entities from the parent company.
• Luxembourg companies can have the foreign company as shareholder.
• Luxembourg branches can also be extensions of the parent-company.
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NOTES
• Any person of any nationality or residence can be director or shareholder in a Luxembourg company.
• The shareholders of a company registered in Luxembourg can be both natural persons or legal entities.
• A company in Luxembourg must hold a local registered office (service provided by BridgeWest.eu).
• The registration of a SARL (Limited Company) requires the injection of a share capital amounting to 12,400 EUR.
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• Preparing the Articles of Association of your company;
• Drafting all other documents required for the registration of the
Luxembourg Company;
• Arranging Public Notary meeting and procedures;
• Providing a Registered Office in Luxembourg for your company (if
required);
• Opening a Bank Account and providing the necessary forms and
documents;
• Accounting and Payroll Services in Luxembourg;
SERVICES PROVIDED BY BRIDGEWEST.EU
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LUXEMBOURG KEY FACTS
• The standard VAT Rate applicable in Luxembourg is 15%, but it depends on the activity of the future company.
• Luxembourg Corporate Tax rate varies according to the income and a 5% increase is applied as an unemployment fund contributions.
• In Luxembourg the dividend tax rate is 15% of gross dividends.
• Luxembourg provides a very good business environment for companies since it has agreed to 76 income tax treaties; 64 of these treaties are currently in force.
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THANK YOU FOR YOUR ATTENTION!
Please feel free to contact us at
+442032870408
www.companyformationluxembourg.com
www.lawyers-luxembourg.com/
www.bridgewest.eu
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