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).
No authorisation required
The SOPARFI, SPF and under certain conditions Securitisation Vehicles are not required to obtain any specific agreement to carry out their activities. A SOPARFI can furthermore provide management services to affiliated undertakings without the need to obtain any licence.
Authorisation from the Ministère des Classes Moyennes
Companies willing to carry out any commercial activities should apply for an authorisation from the Ministère des Classes Moyennes.
Must be joined to the application:
- The application form duly filed with a stamp of 24 EUR or a copy of the wiring instruction for the 24 EUR
- An affidavit / declaration of honour
- A copy of the passport or identity card
Forms can be found on the website of the Ministère des Classes Moyennes
For the purpose of applying for a business license, the following documents will be required
- A copy of the degree(s) obtained in the field of the activity envisaged or for some cases, a training certificate for that activity
- A CV
- A certificate of non bankruptcy
- An excerpt of the criminal record
CSSF authorisation and supervision
The prior approval by the CSSF (financial sector supervision authority) is required for
- Specialised Investment Funds
- Securitisation Vehicles in some circumstances
Among the documents to submit are :
- Private Placement Memorandum
- An affidavit / declaration of honour
- Dated and signed CVs of the managers/directors
- Contracts with third parties (Management agreement, central administration agreement, etc. )
- The name of the custodian bank
- Engagement letter of the auditor
The setting up of any corporation in Luxembourg follows a general process which can be summarized as follows, i.e.:
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.
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.
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.
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.
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)
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.
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.
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.
This is automatically done by the notary after the signature of the deed. The Company will receive its identification number from the Public Registry.
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.
After the filing to the Trade register, the deed is published at the Electronic Registry of Companies and Associations called “RESA”.