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.
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.
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.
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.
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.
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.
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.
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.
Imperial & Legal’s advisors have identified seven types of business activities where registering a company in Luxembourg would be a good solution:
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.
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:
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.
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:
Interest paid by a paying agent established abroad is not subject to the Luxembourg withholding tax.
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.
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:
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.
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:
Public Limited Company
Private limited companies and public limited companies are characterised by the following:
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.
The base rate can change, but its fluctuations are normally quite insignificant. The Luxembourg business tax is calculated using a three-tier system:
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.
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).
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.
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:
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 company incorporation process requires a notary and the following documents:
Moreover, the documents listed above should contain the following information:
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.
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.
Luxembourg private limited companies and SPF companies cannot do the following:
Luxembourg SPF companies and public limited companies are required to pay an annual subscription tax of 0.25% of the capital under their management or more than 8 times the excess of the SPF’s debt over capital if the company is actively borrowing money.
As the name suggests, a managing partner manages the fund’s activities and is responsible for the outcomes with their assets. Therefore, in Luxembourg it is not uncommon for a limited liability company, whose risk does not exceed the amount of the authorised capital, to act as the managing partner.
The main role of a limited partner in an investment fund is to receive passive income from the funds invested in the partnership, which are invested in promising projects. Limited partners are usually individuals, private funds and trusts.
Banks in Luxembourg are a hard nut to crack. It’s not due to the lack of competition in the banking market but the strict requirements of the EU authorities and the long, costly due diligence that the bank is obliged to perform on every potential client.
Therefore, to open a bank account, you need to strike a balance of interest so that the costs of verification do not exceed the amount that the bank will earn by servicing your corporate account.
The minimum balance is €400,000
€1,000,000-€1,500,000
Significant economic activity in the country
Transparent company structure
Strong ties to Luxembourg
Identification of all investors
Additional fields of cooperation, e.g. VIP service for partners
The information given above is the result of the experience of our specialists and is only a recommendation. It does not give you a 100% guarantee of opening a bank account in Luxembourg.
We will work with you to find a customised solution for your immigration, second citizenship, business, tax and other needs.
Start a business in UK
Accounting services
Open a bank account