Beste Neugründung eines Unternehmens Anwälte in Luxemburg

1. About Neugründung eines Unternehmens Law in Luxemburg, Luxemburg

Luxembourg remains a preferred jurisdiction for starting a business due to its strategic location and stable regulatory framework. The most common business forms for new ventures are the Sàrl (Société à responsabilité limitée) and the SA (Société Anonyme). Choosing the right form affects liability, governance, and tax treatment from day one. The formation process typically involves choosing a legal form, selecting a company name, drafting articles of association, appointing management, and registering with the Registre de commerce et des sociétés (RCS) through the national formalities system.

Every Luxembourg company must have a registered office in Luxembourg and maintain proper bookkeeping, annual accounts, and reporting. Notarization is commonly involved for certain forms and share issuances, and a local attorney or legal counsel can help navigate notarial and administrative requirements. Digital filing and e-forms have streamlined many steps, but careful drafting and compliance checks remain essential. This guide outlines practical realities for residents considering Neugründung eines Unternehmens in Luxemburg.

Recent trends include increased transparency requirements for beneficial ownership and stronger AML-KYC controls, along with ongoing digitization of company filings. These changes impact how founders prepare formation documents and how ongoing compliance is managed. For up-to-date instructions, consult the official government portals referenced below.

“In Luxembourg, most new businesses are formed as SARL or SA, with registration handled through the Registre de commerce et des sociétés and the Centre des formalités des entreprises.”

Source: Guichet Public

2. Why You May Need a Lawyer

• Drafting articles of association for a new SARL or SA - A lawyer ensures the documents comply with Luxembourg Code de commerce and reflect shareholder rights, capital structure, and governance rules.
• Structuring multi-jurisdiction operations - If you plan to host subsidiaries or a holding company in Luxembourg, counsel can optimize the ownership chain and cross-border tax considerations.
• Managing AML-KYC and beneficial ownership obligations - A lawyer helps prepare the required filings and ensures ongoing compliance with the RBE and related regulations.
• Drafting or negotiating shareholder agreements and pre-emption rights - Clear terms prevent later disputes when new shares are issued or ownership changes occur.
• Addressing employment, contractor, and immigration matters - If you hire non-EU staff or set up incentive programs, legal advice helps with permits, payroll, and social security issues.
• Tax planning and VAT registration - A lawyer can coordinate with tax advisors to optimize structure, VAT treatment, and filing requirements for Luxembourg and EU operations.

In complex cases such as a cross-border restructuring or an international funding round, a local solicitor or law firm with Luxembourg experience provides essential guidance on governance, filings, and risk management. A lawyer can also serve as a liaison with the RCS and the CFE to ensure all forms are completed correctly and on time.

Real-world context shows that inadequate governance documents or missteps in beneficial ownership disclosures can delay registration or trigger penalties, making early legal counsel highly valuable.

3. Local Laws Overview

The following laws and regulations govern Neugründung eines Unternehmens in Luxembourg and set the baseline for formation, governance, and disclosure obligations:

• Code de commerce (Luxembourg) - Governs corporate formation, governance, and commercial transactions for most commercial entities in Luxembourg. It shapes articles of association, shareholder rights, and directors' duties.
• Loi relative au registre des bénéficiaires effectifs (RBE) - Establishes the register of beneficial owners and the disclosure obligations that accompany Luxembourg corporate structures; compliance affects ownership transparency and reporting requirements.
• Loi relative à la lutte contre le blanchiment d'argent et le financement du terrorisme - Establishes due diligence, client identity verification, and reporting obligations for entities formed in Luxembourg and those seeking to operate in Luxembourg markets.

Recent developments include ongoing updates to AML-KYC regimes and the digitization of formation filings, which streamline processes but require careful attention to documentation and timing. The government has continued to align Luxembourg corporate rules with EU standards for transparency and anti-money-laundering controls.

“Luxembourg regularly updates its corporate governance and beneficial ownership frameworks to enhance transparency and cross-border compliance.”

Source: Guichet Public

4. Frequently Asked Questions

What is the simplest way to start a company in Luxembourg?

The typical route is to form a SARL or SA and register with the Registre de commerce et des sociétés. You will draft articles of association, appoint directors, and file with the relevant authorities, often with support from a legal professional.

How much capital is required to form a Luxembourg SARL?

Luxembourg commonly requires a minimum capital of about €12,000 for a SARL, fully paid at formation. The capital level affects credibility with banks and suppliers and the ability to raise funds later.

Do I need a notary to form a SARL or SA?

Notarial involvement is typically required for certain forms and share issuances. A lawyer can coordinate with a notary to ensure articles and documentation meet legal standards.

How long does it take to incorporate a company in Luxembourg?

From name clearance to registration, the process generally takes 1-3 weeks, depending on document readiness and AML checks. Complex structures or cross-border considerations may extend timelines.

What are the ordinary costs of formation, beyond capital?

Formation costs include notary fees, registration fees, and possibly lawyer fees for drafting documents and handling filings. Budget several hundred to a few thousand euros, depending on complexity and services chosen.

Do I need to appoint a Luxembourg resident director?

Luxembourg allows non-residents to hold certain governance roles, but practical considerations and tax planning often favor appointing a local director or local service provider for administrative ease.

Can I hire non-EU employees for a Luxembourg company?

Yes, but work permits and residence authorizations are required for non-EU staff. Your lawyer can help navigate work permit categories and employer obligations.

What are the steps to register for VAT in Luxembourg?

Registration is typically triggered by taxable activities, cross-border sales, or intra-EU acquisitions. A lawyer or tax adviser helps determine thresholds and handles the administrative process with the tax authorities.

How much does a Luxembourg business lawyer typically charge for formation?

Fees vary by firm and project scope, but expect a project-based quote or hourly rates. Discuss scope, milestones, and potential additional costs upfront to avoid surprises.

What ongoing obligations exist after incorporation?

Companies must maintain accounting records, file annual accounts, submit tax returns, and comply with AML-KYC and beneficial ownership updates. The exact cadence depends on entity type and size.

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

A SARL offers limited liability with simpler governance and lower capital, while an SA is designed for larger ventures, with more complex governance and higher capital requirements. Taxes and reporting obligations also differ by form.

Is Luxembourg attractive for holding companies or cross-border structures?

Luxembourg is widely used for holding structures due to favorable tax treaties and EU access. Structuring considerations require careful planning to optimize value, governance, and compliance across jurisdictions.

5. Additional Resources

• Guichet Public - Official one-stop portal for business creation, name searches, and registration procedures in Luxembourg. Function: guides formation steps, provides forms, and links to the RCS and CFE. https://guichet.public.lu
• Chambre de Commerce Luxembourg - Provides business support, regulatory guidance, and networking resources for entrepreneurs and companies operating in Luxembourg. Function: advisory services, training, and market access information. https://www.cc.lu
• Administration des contributions directes (ACD) - Luxembourg tax authority responsible for corporate income tax, VAT, and other business taxes. Function: tax registrations, filings, and guidance on tax compliance. https://impots.public.lu

6. Next Steps

1. Define your business plan and choose the intended legal form (SARL or SA) based on liability, capital, and governance needs. Set a realistic timeline for your formation goals.
2. Prepare a document checklist with your prospective lawyer: proposed company name, identification documents, proof of address, initial share structure, and any shareholder agreements you foresee.
3. Research and shortlist Luxembourg lawyers or law firms with corporate formation experience, particularly in your industry and cross-border considerations.
4. Schedule initial consultations to discuss scope, fees, and the expected timeline. Request written proposals or engagement letters for comparison.
5. Review engagement terms, including scope of work, retainer, hourly rates, and potential additional costs such as notary or registration fees.
6. Engage the lawyer by signing a retainer and provide all necessary documents. Align on a concrete timeline for drafting, notarization, and filing with the RCS.