Setting Up a Company in Luxembourg: Administrative Procedures

Published on and written by Cyril Jarnias

Luxembourg, with its stable economic environment and favorable tax system, attracts numerous entrepreneurs looking to establish their companies there. However, the business creation process in this small European country may seem complex for the uninitiated. In this article, we’ll break down the essential steps and required documents to launch your business in the Grand Duchy, based on your chosen legal structure. Whether you opt for an LLC (SARL), a Public Limited Company (SA), or any other corporate form, here’s a detailed guide to help you navigate Luxembourg’s administrative maze.

Key Steps to Establish Your Company in Luxembourg

Creating a business in Luxembourg follows a well-defined process, which can take anywhere from a few weeks to several months depending on your project’s complexity. Here are the main steps to follow:

1. Business Plan Development: Before any administrative procedures, it’s crucial to clearly define your business project. A solid business plan will not only help convince potential investors but also make it easier to obtain necessary permits.

2. Choice of Legal Structure: Luxembourg offers several options, each with its advantages and constraints. The most common are LLC (Limited Liability Company) and PLC (Public Limited Company), but other forms like SAS (Simplified Joint-Stock Company) or S.à r.l.-S (Simplified LLC) may also be considered depending on your situation.

3. Name Availability Check: Before proceeding further, ensure your chosen company name is available. This verification can be done with Luxembourg’s Trade and Companies Register (RCS).

4. Articles of Association Drafting: Your company’s articles of association must be drafted in French, German, or Luxembourgish. For certain legal forms like PLC or traditional LLC, notary involvement is mandatory.

5. Bank Account Opening: To deposit the share capital, you’ll need to open a bank account in the name of the company being formed with a Luxembourg bank.

6. Business Permit Acquisition: This permit, issued by the Ministry of the Economy, is essential for conducting commercial, artisanal, or industrial activities in Luxembourg.

7. RCS Registration: Once all documents are gathered, you must register your company with the Trade and Companies Register.

8. Mandatory Affiliations: After registration, you must affiliate your company with social security and the Luxembourg tax administration.

Good to Know:

The average time to create a business in Luxembourg is about 16.5 days, placing the country among the fastest in Europe for business creation.

The Business Permit: Your Key to Entrepreneurship

The business permit is a crucial step in the company creation process in Luxembourg. It’s issued by the General Directorate for Small and Medium-Sized Enterprises of the Ministry of the Economy and allows you to legally conduct commercial, artisanal, or industrial activities on Luxembourg territory.

To obtain this permit, you must meet several conditions:

  • Have the required professional qualifications for the intended activity
  • Demonstrate professional integrity
  • Have a fixed establishment location in Luxembourg
  • Master one of the country’s three administrative languages (French, German, or Luxembourgish)

The business permit application file must include:

  • The duly completed application form
  • A copy of your ID
  • A recent criminal record extract
  • Diplomas or certificates attesting to your professional qualifications
  • Proof of company domiciliation in Luxembourg

Processing the application typically takes between 2 and 3 months. Once obtained, the business permit is valid indefinitely, unless there are major changes in the company’s activity.

Good to Know:

Since 2023, it’s possible to submit your business permit application online via the MyGuichet.lu platform, greatly simplifying the procedure.

Essential Documents Based on Your Legal Structure

The documents required to create your company in Luxembourg vary depending on the chosen legal form. Here’s an overview of the main requirements for the most common structures:

For an LLC (Limited Liability Company)

The LLC is the most popular legal form in Luxembourg, particularly for small and medium-sized enterprises. It requires:

  • A notarized deed for the company’s articles of association
  • A minimum share capital of €12,000, fully paid up at incorporation
  • A criminal record extract for each partner and manager
  • Proof of company domiciliation
  • A declaration of ultimate beneficial owner

For a PLC (Public Limited Company)

The PLC is often chosen for larger projects or those requiring significant fundraising. The required documents are:

  • A notarized deed for the company’s articles of association
  • A minimum share capital of €30,000, with 25% paid up at incorporation
  • A report from an approved statutory auditor for contributions in kind
  • A criminal record extract for each director
  • Proof of company domiciliation
  • A declaration of ultimate beneficial owner

For an S.à r.l.-S (Simplified LLC)

Introduced in 2016, the S.à r.l.-S aims to facilitate entrepreneurship with lighter requirements:

  • A private deed for the articles of association (no notary needed)
  • Share capital between €1 and €12,000
  • A criminal record extract for each partner and manager
  • Proof of company domiciliation
  • A declaration of ultimate beneficial owner

Good to Know:

The S.à r.l.-S is limited to certain business sectors and can only be formed by individuals. It must be converted to a traditional LLC once its capital reaches €12,000.

RCS Registration: The Final Step

Once all documents are gathered and the business permit obtained, registration with the Trade and Companies Register (RCS) marks the official birth of your company. This procedure can be done online via the RCS portal or in person at the counter.

Documents to provide for registration include:

  • The duly completed registration form
  • The company’s articles of association
  • The business permit
  • Proof of share capital deposit
  • The list of ultimate beneficial owners
  • Contact details of directors and their acceptance of mandate

After registration, the RCS will assign a unique registration number to your company, which must appear on all your official documents.

Timelines and Costs: RCS registration is typically processed within 3 business days. Registration fees vary by legal form, but budget approximately €150 for an LLC or PLC.

Good to Know:

Since 2020, Luxembourg has established a separate Register of Beneficial Owners (RBE) from the RCS. Every company registered in Luxembourg must register its ultimate beneficial owners within one month of incorporation.

Post-Creation Steps: Don’t Overlook These Crucial Stages

Creating your company doesn’t stop at registration. Several important procedures must be completed in the following weeks:

1. Social Security Affiliation: You must affiliate your company and employees with the Common Center for Social Security (CCSS) within 8 days of starting operations.

2. Tax Registration: An initial declaration must be made to the Direct Tax Administration to obtain a tax number.

3. VAT Registration: If your activity is subject to VAT, you must register with the Registration, Domains, and VAT Administration.

4. Mandatory Insurance: Certain insurances are mandatory, particularly accident insurance for employees.

5. Accounting System Setup: Choose an accountant or set up your own accounting system compliant with Luxembourg standards.

6. Professional Organization Membership: Depending on your business sector, membership in certain professional chambers may be mandatory or highly recommended.

Good to Know:

Luxembourg offers a virtual one-stop shop, MyGuichet.lu, which centralizes many administrative procedures and greatly facilitates post-creation management of your business.

Pitfalls to Avoid When Creating Your Company in Luxembourg

Despite a business-friendly environment, certain pitfalls can complicate creating your company in Luxembourg. Here are the main traps to avoid:

Underestimating Language Importance: Although Luxembourg is multilingual, mastery of at least one official language (French, German, or Luxembourgish) is crucial for obtaining the business permit.

Neglecting Commercial Space Search: Your company’s domiciliation is a key element. Ensure you have a valid physical address before starting procedures.

Ignoring Sector-Specific Requirements: Certain sectors, like finance or insurance, are subject to specific regulations and may require additional permits.

Misjudging Capital Needs: Ensure you have sufficient funds to cover not only the minimum share capital but also startup costs and the first months of operation.

Forgetting Reporting Obligations: Luxembourg imposes strict financial and tax reporting requirements. Prepare to meet these requirements from the start.

Good to Know:

Luxembourg offers numerous assistance and support programs for entrepreneurs. Inquire with the House of Entrepreneurship for free advice and personalized support.

Creating a company in Luxembourg may seem complex, but with proper preparation and adequate support, it can prove to be an excellent opportunity to develop your business in a stable and dynamic economic environment. Don’t hesitate to seek professional guidance to navigate these administrative procedures smoothly and maximize your chances of success.

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About the author
Cyril Jarnias

Cyril Jarnias is an independent expert in international wealth management with over 20 years of experience. As an expatriate himself, he is dedicated to helping individuals and business leaders build, protect, and pass on their wealth with complete peace of mind.

On his website, cyriljarnias.com, he shares his expertise on international real estate, offshore company formation, and expatriation.

Thanks to his expertise, he offers sound advice to optimize his clients' wealth management. Cyril Jarnias is also recognized for his appearances in many prestigious media outlets such as BFM Business, les Français de l’étranger, Le Figaro, Les Echos, and Mieux vivre votre argent, where he shares his knowledge and know-how in wealth management.

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