Best Investment & Business Structuring Lawyers in Luxembourg

1. About Investment & Business Structuring Law in Luxembourg, Luxembourg

Luxembourg is a leading jurisdiction for cross border investment and corporate structuring. The legal framework supports a wide range of vehicles such as SA (société anonyme), SARL (société � responsabilit� limitée) and SCA (soci�t� en commandite par actions), as well as investment funds and special purpose vehicles (SPVs). This makes Luxembourg a popular choice for holding companies, private equity, real estate, and fund structuring.

Key statutes regulate corporate forms, governance, distributions and dissolutions. The financial sector is overseen by the Commission de Surveillance du Secteur Financier (CSSF), ensuring compliance for financial services, funds, and related investment activities. For corporate formation and ongoing compliance, the main sources are the Code des soci�t�s et des associations (CSSA) and sector specific regulations for funds, AML/CFT, and beneficial ownership obligations.

Practical reality for residents and international clients is the ability to tailor structures for tax efficiency, cross border distribution, and asset protection. The Luxembourg regime also emphasizes transparency, AML controls, and regulatory compliance for investments and business operations. These features are complemented by a robust court system and a well developed notarial process for capitalization, share transfers and governance amendments.

Common entity types include the SA with a minimum share capital of 30,000 EUR, and the SARL with a minimum capital of 12,000 EUR. These figures are frequently cited in official guidance and reflect practical thresholds for fiduciary and governance requirements. The CSSA governs shareholding, directors, and meeting formalities that affect daily operations and strategic decisions.

Recent trends include tightening AML controls, enhanced beneficial owner reporting, and ongoing alignment with EU fund and corporate directives. Compliance programs typically address KYC, sanctions screening, and ongoing monitoring for cross border investments. Practical guidance from official sources helps ensure that structures remain compliant while preserving flexibility for growth.

Luxembourg remains one of the world’s leading fund domiciles with the CSSF supervising UCITS and AIFs.

The Code des soci�t�s et des associations provides the backbone for corporate governance, capital, and director responsibilities in Luxembourg.

2. Why You May Need a Lawyer

A Luxembourg lawyer can help you navigate complex formation, compliance, and cross border implications. Here are concrete scenarios where legal advice is essential.

• Establishing a Luxembourg SA or SARL for a foreign owned project: You need to determine the most suitable corporate form, capital structure, and governance framework to host foreign investment while meeting local minimum capital requirements and director duties.
• Creating an SPV for real estate or corporate acquisitions: An SPV (either S.A. or S.� r.l.) used to hold property or operate a project must be properly capitalized, configured for profit distribution, and aligned with due diligence and AML controls.
• Setting up a Luxembourg investment fund (UCITS or AIF) under CSSF supervision: Your fund requires a precise prospectus, governing documents, risk management framework, and ongoing regulatory reporting to the CSSF.
• Cross border mergers or reorganisations within the EU: A corporate reorganisation must follow Luxembourg law on mergers, divisions, and transformations to ensure tax and regulatory continuity.
• AML and beneficial ownership compliance: You must identify and verify beneficial owners, perform customer due diligence, and maintain up to date records as required by law and EU directives.
• International tax planning and double tax treaty considerations: A Luxembourg attorney can structure groupings to optimize withholding taxes and treaty benefits while meeting substance requirements.

3. Local Laws Overview

This section highlights two to three core legal references that commonly govern Investment & Business Structuring in Luxembourg. The section also notes recent regulatory emphasis and practical implications for structuring and compliance.

Code des soci�t�s et des associations (CSSA) - The central corporate law framework governing the formation, governance, and dissolution of Luxembourg entities such as SA, SARL, and SCA. It covers share capital, director requirements, and corporate formalities that impact day to day operations.

Law on undertakings for collective investment (UCITS) and related funds - Luxembourg implements EU UCITS rules via national law under CSSF supervision. This framework covers prospectuses, risk management, liquidity, and investor protection for investment funds domiciled in Luxembourg.

Law on the fight against money laundering and the financing of terrorism (AML/CFT) - The AML/CFT regime, including customer due diligence and reporting obligations, applies to financial and investment activities in Luxembourg and interacts with the Beneficial Owner regime and registries.

Recent changes and regulatory trends include continued alignment with EU directives for fund distribution, transparency measures for beneficial ownership, and enhanced supervisory guidance from the CSSF. Companies and funds must adapt to evolving reporting and due diligence standards to maintain eligibility for cross border activities.

Jurisdiction-specific concepts include the distinction between S.A. and S.A.R.L. for governance and liability, the use of SPVs to isolate risk, and the central role of the CSSF in licensing, supervision, and enforcement. Official sources provide the definitive texts and updates for these rules.

Luxembourg is a leading EU domicile for investment funds, with ongoing regulatory updates from the CSSF.

The Law on the fight against money laundering and the financing of terrorism sets the baseline for customer due diligence and reporting obligations in Luxembourg.

4. Frequently Asked Questions

What is the Code des soci�t�s et des associations CSSA?

The CSSA is Luxembourg�s primary statute governing corporate entities, governance, shares and dissolution. It provides the framework for SA, SARL and other forms, including capital requirements and director duties.

How does a Luxembourg SARL differ from an SA in governance?

A SARL typically has simpler governance with fewer directors and easier capital rules, while an SA offers a more scalable corporate structure with a board of directors and higher capitalization requirements.

How much does it cost to set up a Luxembourg company?

Costs include notary fees, government stamp duties, and filings. Typical upfront costs range from a few thousand euros for a SARL to higher levels for an SA depending on share capital and complexity.

How long does it take to register a Luxembourg company?

Registration for a SARL can take 1-3 weeks after documents are ready; an SA generally takes 2-6 weeks due to additional governance formalities and approvals.

Do I need a local director or resident presence in Luxembourg?

Luxembourg corporate rules often require at least one resident or locally domiciled manager to oversee governance, depending on the entity type and shareholding structure.

What is a Luxembourg SPV used for?

An SPV isolates risk for a project such as real estate or a specific acquisition, limiting liability and simplifying cross border financing. It can be formed as an SA or S.� r.l. under CSSA.

How do I set up a UCITS fund in Luxembourg?

You need a principal fund vehicle, a prospectus, governing documents, and CSSF authorization. Compliance includes risk management, valuation, liquidity management, and reporting.

What is the Beneficial Owner Register and how does it affect me?

Luxembourg requires identification of ultimate beneficial owners and ongoing due diligence for corporate entities. Compliance is part of the AML framework and may affect who can own or control a Luxembourg entity.

Can I merge or restructure a Luxembourg company within the EU?

Yes, Luxembourg permits mergers, spin offs and other transformations under the CSSA subject to formal procedures, disclosures, and tax considerations.

What are UCITS versus SIFs in Luxembourg?

UCITS are funds designed for broad retail distribution with standardized protections. SIFs are typically used for sophisticated investors and offer greater flexibility. Both are CSSF supervised.

Do I need a local notary for share capital increases or transfers?

In Luxembourg, notaries play a key role in capital increases, share transfers, and certain governance amendments for many entity types.

Is Luxembourg a good jurisdiction for cross border fund distribution?

Yes, Luxembourg is widely recognized for its fund domicile regime, flexible fund structures, and supportive regulatory framework that facilitates EU and international distribution.

5. Additional Resources

These official sources provide authoritative guidance and actionable information for Investment & Business Structuring in Luxembourg.

• CSSF - The regulator for financial services, funds, and markets in Luxembourg. Official site with rules, circulars, and licensing guidance. CSSF
• Legilux - Official texts of Luxembourg law, including the CSSA and fund related statutes. Legilux
• Guichet.lu - Government one stop portal for business registration, corporate forms, and regulatory procedures. Guichet.lu

6. Next Steps

1. Define your objective and structure - Clarify whether you need a holding vehicle, SPV, or fund domicile, and outline cross border requirements.
2. Gather relevant documents - Collect passports, proof of address, corporate documents of any parent or target entities, and your business plan.
3. Identify the right entity type - Decide between SA, SARL, SCA, or a fund vehicle based on capital needs, governance, and investors.
4. Check regulatory obligations - Confirm licensing, AML/CFT steps, and the need for CSSF or other regulator approvals for your structure.
5. Consult with a Luxembourg lawyer - Interview 2-3 firms with experience in investment structuring, funds, and cross border matters.
6. Request a formal engagement and fee estimate - Obtain a retainer proposal, scope of work, and milestone timelines.
7. Prepare a detailed timeline - Map from incorporation to initial filings, due diligence, and first reporting, allowing for 2-8 weeks depending on complexity.