How to Register Luxembourg Company

With an area of 2,586 square kilometres, Luxembourg is the second smallest country in the European Union after Malta. Despite its modest size, however, this jurisdiction has achieved incredible growth in terms of economic development and has had the highest level of GDP per capita for several years.

One of the smallest countries in Europe offers very favourable conditions for thousands of investment funds. Every year more and more foreign entrepreneurs and investors register their companies in Luxembourg to benefit from unique advantages for business development.

Why doing business in Luxembourg is good idea?

1. Good reputation

   If you open a company in Luxembourg, it guarantees you a spotless reputation. Luxembourg is a member of the European Union, one of the recognised financial centres of Europe and home to representative offices of transnational corporations. This jurisdiction is transparent, is not classed as an offshore and is not included in international blacklists.

2. Thought-out corporate legislation

   Opening a company, restructuring, changing a legal form and liquidation are all quick and easy processes. Luxembourg entrepreneurs have all the legal tools to effectively manage a company and distribute profits.
   The legislation of the country even allows the redomiciling of a company, i.e. changing the place of registration of an overseas company or re-registering a Luxembourg company abroad.

3. Tax optimisation

   If you ask foreign investors and entrepreneurs about why they open a company in Luxembourg, they will mention tax optimisation.
   The country has a favourable tax regime in which certain types of business structures do not pay corporation tax. You can also open a company or partnership with “pass-through taxation”, where the income of beneficiaries is taxed. The authorities have signed many double taxation treaties around the world.

4. Flexible requirements for Luxembourg companies

   Your Luxembourg company does not need to be active in the country. If, for any reason, you need to establish a business substance in Luxembourg, you can find a suitable office such as a coworking space to spacious offices with all the necessary facilities for a large team.

5. Small territory and convenient location

   Due to Luxembourg’s small size and well-developed transport system, you can look for qualified workers not only in the local labour market but also in Belgium, France and Germany. Short distances allow Luxembourg residents to commute to work every day.

6. High level of ownership rights protection

   Luxembourg’s law prioritises the protection of ownership rights of individuals and legal entities. Luxembourg has signed many agreements with other jurisdictions for the protection of international investments.

7. Reliable banks

   There are more than 200 registered banks in Luxembourg. Luxembourg banks have such high standards of security that it sometimes takes a corporate client several months before a service agreement is concluded with them.
   When you open a bank account with one of Luxembourg’s banks, you will not only receive quality banking services but also access to low-cost borrowing facilities.

What are most favourable business opportunities in Luxembourg?

Imperial & Legal’s advisors have identified seven types of business activities where registering a company in Luxembourg would be a good solution:

1. Holdings with overseas subsidiaries

   Dividends received by Luxembourg companies from the activities or sale of overseas subsidiaries may be fully exempt from tax under certain conditions. The key condition is holding at least 10% in the subsidiary for one year.

2. SPF Companies

   SPF is short for the French Société de gestion de Patrimoine Familial, a special type of business organisation used by high-net-worth individuals, trusts and private foundations to:

   • Manage assets through a company such as a securities portfolio;
   • Receive passive income;
   • Benefit from a favourable tax regime and do not pay corporation tax.

3. Innovative and high-tech companies

   Such companies register in Luxembourg to pay VAT at a low rate of 17% and benefit from government support such as tax breaks, subsidies, and loans.

4. Licensed companies

   The Luxembourg tax law provides for a partial exemption of 80% on the net income derived from the use of eligible IP assets. Two requirements must be met to receive this tax exemption:

   1. The intellectual property must be owned by a company registered in Luxembourg;
   2. The intellectual property must be developed or changed, and localised by employees in Luxembourg.
      Intangible assets may be exempt from net wealth tax. Royalties are not taxed if they are transferred abroad.

5. Finance companies

   Interest paid by a paying agent established abroad is not subject to the Luxembourg withholding tax.

6. Trading companies

   The domestic market is very small and cannot be the reason for setting up a company in Luxembourg. However, it can be justified by access to the common European economic space and the short distances to the larger markets in France, Belgium and Germany.

7. Luxembourg regulated and unregulated funds

   It is one of the most popular types of business, not least due to Luxembourg’s corporate law. In this jurisdiction, many forms and tax statuses are possible for investment funds, depending on the investment strategy, projects, investors, etc.
   There are two types of Luxembourg investment funds:

   1. Regulated funds allow significant amounts of money to be invested in high-return and higher-risk investments by attracting a wide range of investors. RF are subject to an audit;
   2. Unregulated funds have flexibility in matters related to the management of the company and distribution of profits.

The standard investment threshold for unregulated funds is set at €100 million. How does it work?

A partnership is registered, and issues shares to limited partners. In this way, an investment fund receives funding and the total value of assets under management must be no more than €100 million.

If an investment fund additionally raises debt in addition to its capital, the limit can be increased to €500 million.

What is b best type of company for registration in Luxembourg?

As in any other developed country, there are many types of companies for Luxembourg business. However, foreign entrepreneurs tend to choose the following three types:

1. A Private Limited Company (SaRL);
2. A Public Limited Company (SA);
3. Special Limited Partnership (SCSp) And Common Limited Partnership (SCS).

Incorporation Structure of Private Limited Companies and Public Limited Companies

Private limited companies and public limited companies are characterised by the following:

1. Société à Responsabilité Limitée is an abbreviation of a private limited company.
   Société Anonyme is an abbreviation of a public limited Company;
2. Both types of incorporation structure limit the owners’ liability, i.e. they are only responsible for the company’s debts up to the sum of their investments or guarantee;
3. Public limited companies are for registration of large and medium-sized businesses;
4. There is a minimum amount of share capital that must be partially or fully deposited in a bank account in Luxembourg.
   The minimum share capital for a Sàrl is fixed at the equivalent of €12,500 and is paid in full.
   The minimum share capital for an SA is fixed at the equivalent of €31,000, of which at least 25% must be deposited in a bank account;
5. If you open a SaRL or SA company in Luxembourg, you do not need to rent an office or hire a resident as a nominee director;
6. For this type of company, one director is enough. However, if you incorporate a public limited company with more than one partner, you will need at least three directors.

Taxation in Luxembourg

Luxembourg tax legislation is one of the most favourable in the EU. There are many favourable tax regimes for businesses with significant fiscal reductions and benefits.

Tax rates:

• Income tax rate is 29.22%;
• Corporation tax is 21%;
• Contribution to the Employment Fund – 1.47%;
• Municipal business tax is 6.75%.

The base rate can change, but its fluctuations are normally quite insignificant. The Luxembourg business tax is calculated using a three-tier system:

1. Corporation tax that depends on the amount of revenue;
   

   Revenue	Tax rate
   Below €175,000	15%
   €175,001 – 200,000	€26,250 + 31% of revenue exceeding €175,000
   Above €200,000	17%

2. Municipal business tax; the rate depends on the company’s registered address. It varies between 6.75% and 10.5%;
3. Luxembourg has a solidarity tax. It is a tax on the tax – 7% on the amount of paid corporation tax.

The VAT rate in Luxembourg is 15%, which is another advantage of this jurisdiction. This is the lowest rate in Europe. Lower rates are available for certain types of services and categories of goods.

Luxembourg has the annual threshold for Value Added Tax registration of €35,000.

Annual reporting

Most companies registered in Luxembourg must do bookkeeping and prepare and submit annual accounts and tax returns.

Investment funds and public limited companies are subject to an audit after they have achieved significant indicators (e.g. when turnover exceeds €8,800,000 and 50 full-time employees are hired from the locals).

Process of registering company in Luxembourg

A notary is the one responsible for registering a company in Luxembourg. The government in Luxembourg only records the fact of incorporation.

The process of opening a company takes no more than 8 days, including meeting with a notary. However, there is one critical issue that can delay the registration for several months.

1. Preparation

   Most foreign entrepreneurs contact experienced advisors to get all the benefits for their business. You will need the assistance of a competent specialist from the very beginning. They will help you with the following:

   • Find an office;
   • Choose the corporate structure of a company, appoint the management, and check directors and shareholders;
   • Choose an appropriate legal form for your business;
   • Find funding, and pass Due Diligence checks;
   • Prepare company documents and draft a business plan;
   • Choose a suitable name for your company.

2. Opening a bank account in a Luxembourg bank

   It is one of the longest processes when opening a company in Luxembourg. Shareholders must contribute to the authorised capital in cash before going to the notary by depositing part or all of it into an opened bank account.
   A bank provides an entrepreneur with a certificate confirming equity investment in a private account:

   • The main challenge is that banks in Luxembourg must check their potential clients. This explains why it is a long process. It takes from 1 to 3 months to open a corporate account in the best-case scenario. In some cases, you may have to wait up to 6 months;
   • The bank may refuse to open an account if it considers that the subsequently earned money will not cover its costs of checking a potential client. This is why Luxembourg start-ups subscribe to a private banking service or place a significant amount of funds as a minimum balance.

3. Notary’s incorporation support

   The company incorporation process requires a notary and the following documents:

   • Bank certificate about share capital contribution;
   • The articles of association that stipulate shareholders’ rights and the company’s procedures;
   • Information on shareholders and directors;
   • Registered address;
   • Power of attorney (if the company is registered online or if some of the founders cannot visit Luxembourg).

   Moreover, the documents listed above should contain the following information:

   • Company’s name;
   • Names and details of all shareholders and directors;
   • The amount of share capital and value of one share.

4.  Company registration with the Luxembourg Trade and Beneficiaries Registers

   When you set up your business, you will need to notify the authorities about the new company by sending the information to the Trade Register and the Register of Beneficial Owners.

   Details of beneficial ownership are openly available and accessible by anyone on the government website. Only a court can decide to make such information unavailable if you have significant reasons to believe that public access can threaten shareholders’ health or life.

Opening company in Luxembourg with Imperial & Legal

Our experienced specialists can successfully help you register a Luxembourg company, open a corporate account in a Luxembourg bank, and liaise with the tax and regulatory authorities.

We can also provide visa support for employees and even manage their relocation to Luxembourg, including searching for accommodation close to the office and schools for children close to home.

Imperial & Legal has a personalised approach, so that we can find the most appropriate solution for almost any of our clients’ needs.