Setting up a Joint Stock Company (Societe Anonyme) in Luxembourg

A Joint Stock Company in Luxembourg is known as a Societe Anonyme and abbreviated SA. This form of business is regulated by the Commercial Companies Law 1915 and it is one of the most used types of companies in Luxembourg, together with the Limited Liability Company.

Capital

The minimum initial capital required in order to set up a Joint Stock Company in Luxembourg is 31,000 EUR. One quarter of this amount has to be deposited before the incorporation of the SA in Luxembourg. This amount is divided into freely transferable shares. Shares can be nominal or bearer and it is not necessary to keep a share registry. Investment in kind is also accepted, but it requires a previous evaluation by an independent auditor.

Shareholders

A joint stock corporation in Luxembourg can be established by at least two shareholders. They may be resident or non-resident persons or juridical entities. Their liability is limited to the amount of registered corporate capital.

Management

The management structure of a SA in Luxembourg consists of a Board of Directors, which is the administrative council. The Board has to be formed of at least three members, who do not necessarily have to be shareholders. Also, there are no restrictions regarding their residence or nationality. However, the Board needs to have a managing director. There is also a regular shareholders’ meeting that takes place on the date that has been set in the articles of incorporation. During this meeting, the founders appoint the members of the Board of Directors.

Control

Any joint stock company in Luxembourg has to annually submit a report to the Registrar of Companies, consisting of the balance sheet, the profit and loss account and an annex. Also, a notice of the submission has to be published in the gazette called Memorial C. Anyway, these accounts only have to be audited by a specialist if the balance sheet exceeds 3.125 million EUR or sales are greater than 6.25 million EUR or the company has more than 50 employees. In a smaller SA in Luxembourg, the annual report is evaluated by a controller.

Other requirements

When it comes to the registration procedure, the joint stock company must have its statutes printed in French or German. Also, it is compulsory that at least one director gives its name, address and occupation to the Registration Office. Nevertheless, the SA must have a registered office in Luxembourg. The entire procedure takes two to three days. The company is eventually incorporated by notarial certification. The articles of incorporation are submitted to the Commercial Registry and published in the Memorial.

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