Beste Unternehmensregistrierung Anwälte in Luxemburg

About Unternehmensregistrierung Law in Luxemburg, Luxemburg

Unternehmensregistrierung in Luxemburg bezeichnet the process of legally forming and registering a business with the Luxembourg authorities. The key objective is to create a legally recognized entity that can own property, enter contracts, and incur liabilities. In Luxembourg, most new businesses register with the Centre commun de formalités des entreprises (CFE) and the Registre de Commerce et des Sociétés (RCS).

Luxembourg uses multiple official languages for filings, with French being the primary language for official documents. The registration process varies by entity form, such as SARL (Société a Responsabilité Limitée) and SA (Société Anonyme). The CFE acts as a one-stop shop to coordinate filings with the relevant registries and tax authorities.

Formation typically requires capital evidence, articles of association, and information about managers or directors. For some forms, a notary is needed to formalize the articles of association, while for others a private deed may suffice. After registration, the company gains legal personality and can commence business activities subject to ongoing compliance obligations.

"The primary framework for Luxembourg commercial companies is established by the Loi du 10 aout 1915 relative aux sociétés commerciales, as amended, together with subsequent regulatory updates."

Why You May Need a Lawyer

Engaging a lawyer for Unternehmensregistrierung in Luxembourg helps avoid common pitfalls and ensures compliance with Luxembourg law. Below are concrete scenarios where legal counsel is often essential.

• Setting up a SARL with non-resident founders: A lawyer can draft the articles of association to address ownership, profit distribution, and management, and ensure the deed aligns with EU cross-border rules.
• Incorporating an SA with required notary involvement: An attorney can coordinate with a notary to prepare the required Articles of Association and capital structure documentation, including director appointments and auditor requirements.
• Cross-border expansion or re-domiciliation: A lawyer can navigate business registrations, tax registrations, and licensing needs when relocating a parent company or opening Luxembourg subsidiaries.
• Capital changes and corporate reorganization: Increasing share capital or changing voting rights requires precise filings and board resolutions, which a solicitor can prepare and file correctly.
• Mergers, acquisitions, or spin-offs: Complex documentation, due diligence, and regulatory filings demand experienced corporate counsel to manage risk and ensure compliance with local and EU rules.
• AML-CFT and beneficial ownership compliance: Luxembourg imposes due diligence for controlling interests. A lawyer helps document ownership structures and maintain ongoing compliance with authorities.

Local Laws Overview

Luxembourg operates under a framework that governs corporate formations, registrations, and governance. The most fundamental texts are the national statutes that regulate commercial companies and the registry system, complemented by EU directives on corporate governance and anti-money laundering.

The Loi du 10 aout 1915 relative aux sociétés commerciales, as amended, provides the core rules for forming and operating companies, including SARL and SA. The Code de commerce similarly governs commercial activities and company interactions in Luxembourg. In practice, authorities frequently reference these sources through updates and Grand-Ducal regulations to reflect modern business needs.

Recent developments emphasize the digitization of filings and the one-stop nature of corporate formalities via the CFE. Several Luxembourg government portals provide guidance on online registrations and required documents, reflecting a trend toward streamlined, digital compliance for businesses.

"The Centre commun de formalités des entreprises (CFE) provides a single point of entry for company registrations and related formalities in Luxembourg."

For authoritative texts, consult Legilux and EU sources to verify the current language and forms of the statutes. Legilux hosts the official Luxembourg laws and amendments, while EU portals assist with cross-border matters and compliance expectations for Luxembourg entities.

Frequently Asked Questions

What is the Registre de Commerce et des Sociétés used for?

The Registre de Commerce et des Sociétés records company details, including formation, ownership, and annual filings. It is the official register that proves a company exists legally.

How do I start a Luxembourg SARL and what documents are needed?

You typically need a private deed of incorporation, articles of association, proof of capital deposit, and identification documents for managers. The CFE coordinates the submission to the RCS and tax authorities.

When is a notary required for company formation in Luxembourg?

A notary is required for SA formations to execute the Articles of Association. For SARL formations, a notary is often not mandatory, but consult an attorney to confirm current requirements.

Where can I file company registrations in Luxembourg?

Registrations are filed through the Centre commun de formalités des entreprises (CFE), which forwards documents to the Registre de Commerce et des Sociétés and tax authorities.

Do I need a local director or resident to form a Luxembourg company?

Luxembourg permits non-residents to hold directorships in many cases, but governance rules may require a resident or EU-resident director for certain structures. Check current rules with an attorney.

How much does it cost to register a company in Luxembourg?

Costs vary by form. SARL filings are generally lower than SA, with notary, stamp, and registration fees adding up. Obtain quotes from a lawyer to get precise figures.

What is the typical timeline from agreement to registry entry?

From signed articles to registration, expect roughly 2 to 6 weeks, depending on document completeness and notary involvement. Complex reorganizations may take longer.

Do I need an auditor or commissaire aux comptes?

For SA, an auditor is usually required if thresholds are met. SARLs often avoid mandatory audits unless specific conditions apply. A lawyer can assess your case.

How do I register for VAT in Luxembourg?

VAT registration is handled by the tax authorities after the business activity begins or is anticipated. A lawyer can help prepare the VAT dossier and coordinate with the AED if needed.

Can a Luxembourg company have non-residents as beneficial owners?

Yes, but you must disclose beneficial ownership in line with AML-CFT requirements. A lawyer ensures proper documentation and reporting compliance.

What is the difference between a SARL and an SA in Luxembourg?

A SARL is a limited liability company with lower capital and simpler governance, while an SA is a joint-stock company with higher capital and stricter governance. Each has distinct filing and management requirements.

Do I need to prepare annual accounts for Luxembourg entities?

Yes, most Luxembourg companies must prepare annual accounts and file them with the RCS. The requirements vary by entity size and form, with additional audit rules for larger companies.

Additional Resources

• Guichet public.lu - Official government portal for business formalities including registrations, licenses, and tax registrations.
• Legilux - Official Luxembourg legislation database with the texts of laws such as the Loi relative aux sociétés commerciales and related amendments.
• EUR-Lex - EU law and directives relevant to corporate governance and cross-border business in Luxembourg.

Next Steps

1. Define your business form and ownership structure with clear shareholding and governance terms.
2. Gather all required documents for founders, directors, and the intended registered office address.
3. Choose a Luxembourg-licensed attorney or corporate law solicitor with experience in company registrations.
4. Request formal proposals, confirm the scope of services, and obtain a written engagement letter.
5. Prepare the articles of association, capital structure, and any required notarial deeds with your lawyer.
6. Submit filings via the CFE, coordinate with the notary if needed, and track the registration status.
7. Once registered, obtain tax and VAT registration numbers and set up ongoing compliance calendars with your counsel.