Depending on the activities carried out by the company, this latter may need to apply for an authorization in respect of the activity envisaged (Business License). There are mainly two state bodies concerned by the procedure: The “Ministère des Classes Moyennes”(http://www.mcm.public.lu/fr/index.html) and the Commission de Surveillance du Secteur Financier (« CSSF » www.cssf.lu).
The setting up of any corporation in Luxembourg follows a general process which can be summarized as follows, i.e.:
1. Compliance work
First of all and before going any further with the process, we have the legal obligation to “know our client”. This means that we have to know details about your project as well as to collect legal documents ascertaining your identity (i.e. passport or identity card). This is always done in the strictest confidentiality as we are bound by the professional secrecy.
2. Check the availability of the company's name
The availability of the name of the company to be incorporated needs to be checked. This does not allow to reserve the name, but just to confirm that no company exists yet with that name chosen for the new entity to be incorporated.
3. Draft of the articles of association of the company
We will draft and submit to you the draft of articles of association of your company based on the choice of the legal form and specificities of your project such as different classes of shares or restriction on the transfer of shares, etc. The articles of association may be drafted in French, German or English but in this latter case, they should be translated into French or German.
4. Opening a bank account
Prior to its incorporation, the company must open a bank account onto which the amount corresponding to the payment of the share capital will be deposited and blocked by the bank. The bank will then issue a certificate to the notary to confirm payment of the share capital has been duly made.
Companies are not restricted to work with a bank in Luxembourg, and may open the initial account in a foreign country provided that the certificate issued by that foreign bank to confirm payment of share capital is accepted by the notary for the purpose of the incorporation.
We may assist you with the bank opening process in Luxembourg or even abroad as the case may be.
Banks also have their own due diligence process which needs to be complied with. There as well, our team will assist you to prepare the file containing all useful and required information.
5. Wiring the share capital on the bank account
The amount of the share capital should be wired to the bank account of the company prior to the date of the signature of the incorporation deed with the notary.
The minimum share capital for a Société Anonyme is 30.000 EUR whereas the minimum capital for a Société à Responsabilité Limitée is 12.000 EUR. (see more under our page on the forms of companies)
6. Organizing the meeting with the notary
For a corporation, the deed of incorporation must be signed in front of a Notary to give existence to the company. For that purpose, a set of documents needs to be forwarded to the Notary including a draft of the articles of association and some due diligence information. There is no need for the shareholders to come to Luxembourg who may be represented by way of a power of attorney. We draft and collect all those documents in due time, and will set up the file for further transfer to the Notary.
7. Issue by the bank of the certificate on the share capital payment
At the same time we arrange the meeting with the Notary, we will coordinate with the bank that will issue to the Notary a certificate to confirm that the company holds onto its account with them the amount corresponding at least to the share capital.
Share capital may be in foreign currencies and the payment as well.
8. Signing the deed of incorporation with the notary
The deed of incorporation is signed in front of the Notary who then issues a certificate of incorporation addressed to the bank to confirm funds received for the payment of the capital subscription may now be used by the company for its own purpose.
This is part of the final steps of the bank account opening process in order to have that account fully operational.
9. Filling the deed with the Luxembourg Trade Register
This is automatically done by the notary after the signature of the deed. The Company will receive its identification number from the Public Registry.
10. Registry of Beneficial Ownership obligation
Since 2019 the implementation of new transparency measures derived from EU Anti Money Laundering Directive imposes the filing with the Luxembourg Registry of Beneficial Owners («RBO») of some information on the beneficial owners of Luxembourg entities.
The law refers to the definition of economic beneficiary given in a previous law (law of 12/11/2004, as subsequently amended), which definition is that a stake in the shareholding (direct or indirect) of up to 25 per cent of the shares plus one or the main control of the company by any other mean, is a sign of beneficial ownership.
A restriction of access to the information is possible where such public access would expose the beneficial owner to a disproportionate risk (fraud, kidnapping, …) or where the beneficial owner is a minor of age or otherwise incapacitated.
11. Publication of the articles of association at the RESA
After the filing to the Trade register, the deed is published at the Electronic Registry of Companies and Associations called “RESA”.