Legal Finder

Setting up a company in Luxembourg

Do you want to launch a startup ? Are you planning to set up a company for a particular activity ? There are many reasons to create a company. This guide will give you important explanations to help you create the company that suits your needs.

How does the process of setting up a company work ?

In order to succesfully create a company, it is important to first understand the entire procedure, which is in order:

  1. Write the articles of association of the future company
  2. Open an account for the future company
  3. Obtain a blocking certificate (certificat de blocage) once the share capital funds have been paid into the account of the future company
  4. Incorporate the company before a notary, making the company official through the registration of the articles of association and the blocking certificate (optional for SARL-S).

What is the purpose of the company's articles of association ?

The company's articles of association correspond to its operation. They are like the internal regulations of the future company, the rules to be followed within the company.

What should the company's articles of association contain ?

The articles of association set out the characteristics of the company, such as its name, its address (the registered office), its duration, its purpose (also called the corporate purpose), as well as, where applicable, the voting rules, the rules for distributing dividends, and any rules that the future founders may wish to incorporate. Of course, these rules must not go against the law.

The articles of association will take into account your choices, and your preferences, for the internal organisation of the life of the company. One of the main choices you will have to make is to determine the legal form of the company, such as whether you want a SARL, an SA, or a SARL-S. We invite you to consult our guide on the legal form of companies in Luxembourg for more information (coming soon).

Please also note that you will determine the name of your company in your articles of association. Make sure that the name you want is available, by checking the website of the Register of Commerce and Companies, or directly by requesting a certificate of name availability from the same register.

How to draw up the articles of association of the future company ?

On paper, anyone can draw up the articles of association of a future company. The best thing, however, is to have some knowledge to make sure that you cover what needs to be covered, and not to write things that will be worthless or worse, that will go against the law in force.

You therefore have several options for drafting the articles of association of your future company:

- Call in a professional

A lawyer, a notary or even a legal expert will be happy to assist you in drafting the articles of association of your future company. The advantage is clearly that you will receive more in-depth support. The professional will ask you the relevant questions so that the articles of association are as close as possible to what you want to have next. The disadvantage remains the cost of the service, often starting at €1,000 depending on the professional chosen, and the price will increase depending on the complexity of the articles of association.

- Use online tools or pre-filled documents

You can find online pre-filled documents, tools or advice to help you draft your company's articles of association. This approach has the advantage of being rather economical, since you can find free help that can amount to a few hundred euros for the most complete pre-filled documents. On the other hand, these aids are often limited, standard, and do not necessarily adapt to your real needs.

- Write them yourself

Of course, this is the most economical option, but be careful: it is preferable to have some knowledge of this type of document before you start writing the articles of association of a company.

- A hybrid solution

You might consider writing the articles of association of your future company yourself, with the help of tools or online help, before having them reviewed by a professional. Presenting a pre-written work can sometimes reduce the professional's bill, which is limited to reviewing the articles of association. At the same time, you can rest assured that a legal professional will review your articles of association to avoid any future problems. Be careful however: if your articles of association contain many errors, the professional may spend more time on them than expected or than if he had written the articles of association himself. In such a case, the final bill could increase significantly.

How do you open an account for the future company ?

Nothing could be easier: simply contact the bank of your choice, and ask to open an account for your new company. Most of the time, the bank will ask you for the draft articles of association, to fill in a few documents (bank contract, information sheet, etc.), and your identity documents.

Once all the documents have been provided, the bank will open an account for your future company. This account is blocked, and cannot be used yet. It is made available to receive the funds that will be used to set up the company (the share capital). To find out the amount to be placed on this account, please refer to the company's articles of association. Generally speaking, a minimum of 1€ must be put into the account for a SARL-S, 12,000€ for a SARL and 30,000€ for a SA.

How do you obtain a blocking certificate ?

Once the share capital has been deposited in the blocked account opened with the bank, the bank will issue a blocking certificate. This certificate confirms that the amount of share capital (which varies according to the legal form of the company) has been paid out and deposited into this account. We speak of "paid-up" share capital, i.e. already paid.

It is important to go through this step because the bank confirms to the notary, by means of the certificate, that the money that the company will have at its disposal (its share capital) when it is set up is indeed in an account.

How do you officially incorporate the company ?

Once you have your articles of association ready on the one hand, and the bank's blocking certificate on the other, you can go before a notary. If you are accompanied by a lawyer, he will usually take care of the formalities. He can even represent you if you give him a power of attorney, which saves you having to go to the notary.

If you are organising yourself, you will need to contact the notary of your choice and make an appointment.

At the appointed time, the notary will proceed with the formalities for setting up the company. He will formalise the articles of association, check the certificate of blocking and issue a certificate of unblocking (certificat de déblocage). The company is then officially incorporated and receives a unique company number that will identify it (like a social security number for a natural person).

Are there any other formalities to be completed ?

Once the company has been officially incorporated after going before the notary, the company is created. The notary will register it with the Trade and Companies Register (which lists all existing companies). For your part, you will have to send the certificate of unblocking given by the notary to your bank, so that you can use your company's account and the money deposited there for your company.

If you have opted for a SARL-S and have not gone before a notary, it will be up to you to register the company with the Trade and Companies Register.

Please note: your company is then set up, but if you wish to carry on a commercial activity, you will also need to obtain a business permit and register with the tax authorities for a VAT number, and, if necessary, obtain special authorisations (if the activity is regulated). You can find more information on this subject in our other guide (coming soon).

Can Legal Finder help me with my procedure of company incorporation ?

Legal Finder can doubly help you in the process of setting up your company in Luxembourg.

  1. First of all, Legal Finder has put in place an exclusive offer "Drafting the articles of association of your company" (coming soon). At a competitive price, Legal Finder offers you a tool to help you write your future articles of association. The offer takes place in two steps: first, you fill in a questionnaire on the Legal Finder website, indicating all the information necessary to draft your articles of association depending on your real needs, and second, our automated system will propose you a draft of the articles of association corresponding to your answers to our questionnaire.

  2. Secondly, Legal Finder always offers you the possibility to make an appointment with a lawyer specialised in company law.

Do you still have questions?

Here are some useful links to find additional information on the procedure for setting up a company in Luxembourg:

You can also find all the legal provisions concerning divorce by mutual consent in the law of 10 August 1915 concerning companies. The law firm Elvinger Hoss Prussen allows the public to consult the law in its consolidated version (i.e. the law with all the amendments that have been made) free of charge.

We remind you that this Guide is provided for information purposes only, and despite the utmost care in its drafting, Legal Finder cannot be held liable for any erroneous or out of date information provided in this Guide. All prices shown are provided for information purposes only and may vary. It is your responsibility to check with the professionals who will be accompanying you beforehand.

This Guide was written on 04/11/2020. Changes in legislation after this date are therefore not taken into account above.

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