Beste Neugründung eines Unternehmens Anwälte in Luxemburg

About Neugründung eines Unternehmens Law in Luxembourg

Luxembourg offers a clear framework for establishing new businesses, with common structures such as SARL and SA. The formation process typically involves drafting articles of association, notarization where required, and registration in the Trade and Companies Register (Registre du commerce et des sociétés). Public portals and professional services guide founders through the steps, from choosing a legal form to final incorporation.

Starting a business in Luxembourg often requires coordinating with multiple public bodies and professional advisers. A local lawyer can help tailor the corporate form to the founder’s goals, draft key documents, and ensure compliance with ongoing reporting and governance duties. For official guidance, consult Luxembourg's public portals which provide step-by-step instructions and forms.

Official public services such as the Government Portal explain the steps to create, register and operate a Luxembourg company; these resources are essential for first-time founders.

Key sources for formation and compliance include Luxembourg’s public service portals and professional associations. The information below references primary authorities and is intended to help residents understand the landscape before engaging legal counsel. See links in the Additional Resources section for direct access to official guidance.

Useful starting points include: guichet.public.lu for public procedures, and the Chambre de Commerce Luxembourg for business services and counsel referrals.

Why You May Need a Lawyer

In Luxembourg, specialized legal assistance can prevent costly mistakes when forming and growing a company. Here are concrete scenarios where legal counsel is especially important.

• Choosing the right corporate form and ownership structure for a cross-border venture. A lawyer helps compare SARL, SA, and other forms, and designs a cap table that aligns with investor expectations and tax considerations.
• Drafting and notarizing articles of incorporation and governance documents for a new entity. Notarization requirements vary by form, and precise language in the articles reduces later disputes among founders and investors.
• Addressing cross-border ownership and residency constraints. Luxembourg requires clear ownership and management arrangements; counsel helps ensure compliance with residency rules for managers and directors.
• Preparing founder and shareholder agreements that specify management rights, funding obligations, and exit scenarios. A robust agreement reduces disputes once the company scales up.
• Compliance with anti-money laundering, anti-terrorism financing, and beneficial ownership rules. A lawyer will help implement the required due diligence and reporting procedures.
• Tax and VAT planning during start-up. A tax lawyer guides registration for VAT, corporate tax, and annual reporting obligations in Luxembourg and any cross-border activities.

Local Laws Overview

Luxembourg governs company formation primarily through specific statutes that define corporate forms, registers, and governance. Understanding these laws helps ensure a smooth formation and ongoing compliance.

• Loi du 10 août 1915 relative aux sociétés commerciales - the main framework for commercial companies, including SARL and SA formations, with multiple amendments over time to facilitate governance and capitalization. For current text, consult Legilux and guichet.public.lu guidance.
• Règlement relatif au Registre du commerce et des sociétés - governs the registration process and public disclosure requirements for newly formed entities; the Trade and Companies Register is the official channel for formal incorporation and annual filings. See official portals for the exact registration steps and fees.
• Forest of regulations on beneficial ownership and anti-money laundering controls - Luxembourg requires transparent disclosure of ultimate beneficial owners and appropriate KYC due diligence for corporate clients. Guidance is published by public authorities and professional bodies to help firms implement compliant practices.

Recent trends include greater digitalization of filings and enhanced transparency obligations for corporate structures. For the latest statutory texts, refer to the official sources mentioned in the Additional Resources section. Always verify the current version of any law before acting.

Legislation on commercial companies has been amended frequently to reflect evolving governance standards and cross-border investment considerations. Always consult the official texts for the most up-to-date requirements.

Frequently Asked Questions

What is the first step to form a Luxembourg company?

The first step is to choose the correct legal form and draft the articles of association or memorandum. Then you typically engage a notary for execution and prepare the incorporation documents for registration with the Registre du commerce et des sociétés. Public portals guide the exact documents required.

How do I decide between SARL and SA for my Luxembourg start-up?

Choose SARL for lower share capital and simpler governance, or SA for a larger, investor-focused structure with share capital requirements. A lawyer can model governance, capital structure, and minority protection tailored to your business plan.

When can a one person company be formed in Luxembourg?

Luxembourg allows single-owner entities in certain forms, subject to specific governance and capital rules. A legal professional can confirm the available options and draft the necessary documents for formation and ongoing compliance.

Where do I register a new company in Luxembourg?

Registration occurs with the Registre du commerce et des sociétés through the public portal and, for submission, typically via the official channels outlined on guichet.public.lu. Notarized documents may be required depending on the form.

Why is a notary often required for company formation?

Notaries authenticate the articles of association and ensure compliance with corporate law. In Luxembourg, notarial involvement is common for certain forms and capital structures to ensure enforceable amendments and share transfers.

Can a Luxembourg company be owned entirely by non-residents?

Yes, non-residents can own Luxembourg companies, but management and residency rules for directors can apply. A lawyer helps structure governance to comply with local requirements and investor expectations.

Should I appoint a local director or manager in Luxembourg?

Having a local director or manager is often advantageous for regulatory and practical reasons, including opening bank accounts and handling local compliance. Counsel can outline options that align with your corporate structure.

Do I need a minimum capital to form a SARL or SA?

Yes, each form has capital requirements, with SARL typically requiring a lower threshold than SA. An attorney can provide the current minimums and assist with capital payment arrangements and capitalization schedules.

Is there a timeline for the registration process in Luxembourg?

From document preparation to registration, the process usually takes a few weeks, depending on form and accuracy of filings. Delays can occur if documents are incomplete or if notary steps are required.

How much do legal and notary fees usually cost to form a Luxembourg company?

Costs vary by form and complexity, including notary fees, registration fees, and potential consulting charges. A lawyer can provide a detailed estimate based on your plan and preferred form.

What is the difference between a SARL and a SA in governance and liability?

A SARL offers limited liability with simpler governance and lower capital, while a SA restricts liability to invested capital and generally requires a more formal governance structure. An attorney can tailor the setup to investor and market needs.

Can I start operations while the company registration is pending?

Some activities can commence after provisional approvals or filing, but most commercial activities require active registration and compliance measures. A lawyer will outline a compliant phasing plan to minimize exposure.

Additional Resources

• Guichet Public Luxembourg - Official public service portal for business creation, registration, and administrative procedures. Function: provides step-by-step forms, timelines, and required documents for company formation. https://guichet.public.lu
• Chambre de Commerce Luxembourg - Organization offering business guidance, network opportunities, and referrals to qualified lawyers and service providers. Function: supports entrepreneurs with market information and governance considerations. https://www.cc.lu
• Administration de l'Enregistrement et des Domaines (AED) / Tax and business registrations - Public authority for corporate tax, VAT, and other registrations relevant to start-ups. Function: handles tax identification, VAT registration, and related compliance. https://guichet.public.lu

Next Steps

1. Define your business model, ownership structure, and preferred legal form with a Luxembourg-based lawyer or solicitor.
2. Collect initial documents such as identity proofs, proof of address, and any required funding or transfer documents.
3. Consult a notary early to confirm which documents require notarization and to schedule execution of the articles of incorporation.
4. Prepare the corporate documents with legal counsel and submit them to the Registre du commerce et des sociétés through guichet.public.lu.
5. Obtain tax and VAT registration from the AED via the public portal and set up corporate accounting and bookkeeping processes.
6. Open a local business bank account with appropriate signatories and signatory controls determined with counsel.
7. Plan for ongoing compliance such as annual accounts, governance meetings, and regulatory filings, with a schedule created by your legal counsel.