Company Law in Luxembourg

When deciding to establish a company in Luxembourg, one has to take into consideration the rules stated in the Law concerning commercial companies 1915. The initial law was first introduced on the 10th August 1915 and it has been evaluated and consolidated several times since then.  In the text of this law, there are mentioned the types of companies that can be set up in Luxembourg.

TYPES OF COMPANIES

Luxembourg Law acknowledges six types of companies: société en nom collectif (general corporate partnership or unlimited company), société en commandite simple (limited corporate partnership), société anonyme (public company limited by shares), société en commandite par actions (corporate partnership limited by shares), société à responsabilité limitée (private limited liability company), société coopérative (co-operative society).

In order to establish a SA (Société anonyme), the minimum capital required is 31,000 EUR and a quarter must be paid-in before registration, while for a Sarl (Société a Responsabilité Limité), the minimum capital necessary is 12,500 EUR, that must be fully paid. When it comes to a SNC (Societe en nom collectif), the law in Luxembourg states that only the names of the members may be included in the company name. If an entrepreneur decides to set up a SCS (Societe en commandite simple) or a SCA (Societe en commendite par actions), the firm name must include the name of one or more unlimited members. A co-operative society has no firm name, but it has to be set up by at least seven people. 

OTHER RULES

The domicile of a commercial company in Luxembourg is located at its principal establishment, considered to be the company’s office. Civil companies may be converted into commercial companies by resolution of a general meeting specifically called for that purpose, according to the Commercial Company Law in Luxembourg. Partnerships and co-operative societies need a special notarial deed or private instrument for registration, based on the article 1325 of the Civil Code of Luxembourg, while Limited Liability Companies and Joint Stock Corporation only require a special notarial deed for registration procedure. Any changes in documents, accounts and other information required by law must be published in the Memorial Recueil des Sociétés et Associations and sent to the Register of commerce and companies in Luxembourg.

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