LUXEMBOURG Law and Practice Contributed by: Romain Tiffon and Marie Bentley, ATOZ Tax Advisers
Timing of Incorporation Incorporation is notarial-driven for most company types and results in immediate legal existence upon execution of the deed. The process is completed by registration and publication shortly afterwards, with a key reference point being the one‑month filing period. Additional sector-specific authorisations may extend the timeline depending on the activity. The overall process can be summarised as: • preparation phase (drafting, bank account, capital); • execution before notary – company legally exists; • filing and publication (within approximately one month); and • additional licences/registrations (if applicable). 3.3 Ongoing Reporting and Disclosure Obligations Private companies in Luxembourg are subject to extensive reporting and disclosure obligations, which can be summarised as follows. Corporate Records and Ongoing Obligations All companies must maintain key corporate documen - tation (books and records) at the registered office. These include minutes of shareholders’ meetings and board meetings, current articles of association, share - holders’ or members’ register. This ensures transpar - ency of governance and ownership internally. Filing and Disclosure of Annual Accounts Preparation and approval Annual accounts must be prepared by the manage - ment of the company, whether this is a board of direc - tors, or one or more managers. These accounts must then be approved by the shareholders. Such approval is typically given at a general meeting, which is man - datory for public limited liability companies (SAs) and for private limited liability companies (Sàrl) with 60 or more shareholders. For smaller Sàrl, approval may instead be granted through written shareholder reso - lutions. Filing and publication Once approved, the annual accounts must be filed with the Luxembourg Business Registers (RCS),
(b) used when flexible governance is required while retaining some corporate features. Other Forms These are less common in practice. • Simplified Sàrl (Sàrl-S) – low-capital form for entre - preneurs. • General partnership (SNC/SENC) – unlimited liabil - ity. • Co-operative (SCOP) – flexible ownership struc - ture. • European company (SE) – cross-border EU opera - tions. 3.2 Incorporation Process Main Steps The following are the main incorporation steps. Preparation phase Before incorporation, the founders must: • choose the legal form (eg, Sàrl, SA, partnership); • prepare the constitutional documents (articles of association or partnership agreement); and • arrange capital contributions. Typically, a bank account is opened and the share capital is deposited and blocked until incorporation. Incorporation act Most companies (eg, SA, Sàrl) are incorporated by notarial deed before a Luxembourg notary. Some part - nerships (eg, SCS, SCSp) may be incorporated by private instrument. The notary will: • verify compliance with legal requirements (identity, capital, documents); and • formally execute the incorporation deed. Registration and publication Following incorporation, the deed is filed with the reg - istration authorities and registered with the Luxem - bourg Trade and Companies Register (RCS). It is then published in the official gazette (RESA).
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