Best New Business Formation Lawyers in Pétange

About New Business Formation Law in Pétange, Luxembourg

Pétange is a commune in southwestern Luxembourg, close to the French and Belgian borders. New business formation in Pétange follows national Luxembourg law, with certain municipal touches such as local business tax rates and property or planning matters handled at the commune level. Most start-ups must obtain an establishment authorisation, register with the trade and companies register, meet tax and social security obligations, and comply with sector rules if they operate in regulated activities. Luxembourg offers several legal forms, including the simplified limited liability company for small founders, and has a reputation for legal certainty, investor protection, and strong cross-border connections.

Why You May Need a Lawyer

Forming a business includes many legal and regulatory steps that can affect your costs, timing, liability, and taxes. A lawyer can help you choose the right entity, draft strong governing documents, and avoid mistakes that delay licensing or expose you to penalties. Common situations where legal help is valuable include:

- Choosing between SARL, SARL-S, SA, partnership, or a branch, based on capital, liability, investors, and exit goals.
- Preparing articles of association, shareholder agreements, management rules, and transfer restrictions that actually work in practice.
- Navigating the establishment authorisation process and sector licenses for activities like retail, hospitality, crafts, finance, or healthcare.
- Depositing share capital and working with a notary to execute the incorporation deed and publish it correctly.
- Registering with the trade and companies register, the beneficial owner register, VAT, corporate income tax, and social security.
- Hiring staff and implementing compliant contracts, wages, working time, health and safety, and data protection rules.
- Structuring cross-border operations and VAT for goods and services in France and Belgium from a Pétange base.
- Anticipating investor needs, corporate governance, option plans, and future fundraising to avoid costly amendments.

Local Laws Overview

- Legal forms commonly used:
SARL - limited liability company with minimum share capital of 12,000 euros, fully paid in. One to 100 shareholders. Managed by one or more managers.
SARL-S - simplified limited liability company designed for small founders, with capital from 1 euro up to 12,000 euros. Reserved to natural persons as shareholders. A portion of annual profits must be allocated to a legal reserve until standard SARL capital is reached.
SA - public limited company for larger capital needs and investor participation. Minimum capital is 30,000 euros, with at least 25 percent paid in on incorporation. Board or dual governance models are possible.
Partnerships and special limited partnerships are also available for specific use cases.

- Notary and incorporation deed:
For SA and SARL, including SARL-S, incorporation is executed before a Luxembourg notary. Before the notary meeting, founders usually obtain a bank certificate confirming deposit of the subscribed capital in a blocked account. The company is then registered with the trade and companies register and published in the electronic official platform.

- Establishment authorisation:
Most commercial, craft, and certain professional activities require an establishment authorisation from the Ministry of the Economy through the General Directorate for Small and Medium-Sized Enterprises. Key conditions include professional qualification for the activity, good repute, and having suitable premises in Luxembourg. Many sectors have added rules, for example restaurants, construction, real estate, and transport.

- Registration and publication:
Companies must register with the Luxembourg Trade and Companies Register and publish key corporate information in the electronic compendium. Changes like appointment of managers, amendments to articles, or transfers of registered office must also be filed. Beneficial ownership information must be filed with the Register of Beneficial Owners.

- Taxes and VAT:
Companies register for direct taxes with the tax authority and for VAT with the VAT authority when their activities or turnover require it. Luxembourg also levies a municipal business tax set by each commune. You should confirm the rate applicable in Pétange for your financial planning. Cross-border supplies commonly require specific VAT rules for place of supply and invoicing.

- Accounting and audit:
Luxembourg companies keep accounts under Luxembourg GAAP, with audit obligations depending on legal form and size thresholds. Smaller SARL and SARL-S entities often have no statutory audit. Annual accounts are filed with the trade and companies register within the legal deadlines.

- Employment and social security:
Employers register with the Joint Social Security Centre and comply with the Labour Code. Rules cover contracts, minimum wage, working time, leave, workplace safety, and employee representation thresholds. The labour inspectorate oversees compliance. Hiring cross-border employees involves payroll and social security coordination.

- Data protection and sector rules:
If you process personal data, you must comply with EU GDPR and Luxembourg guidance. Finance, insurance, payments, health, and other regulated activities require sector approvals from the competent supervisory authority.

- Premises and local matters:
Depending on your activity and the location in Pétange, you may need planning or environmental permits for certain installations. Commercial leases are common and should be negotiated with care to cover fit-out, maintenance, rent review, and early exit.

Frequently Asked Questions

What is the fastest legal form to incorporate for a small founder

The SARL-S is designed for quick start-ups by natural persons with very low capital. It follows the core SARL rules but lets you start with capital from 1 euro and build a legal reserve over time. You still need to meet the licensing and registration steps. If you expect multiple investors or rapid fundraising, a standard SARL may be a better fit.

Do I need a notary to form my company

Yes, for SA and SARL, including SARL-S, incorporation is done by notarial deed. The notary reviews your draft articles, verifies the capital deposit certificate, and formalises the deed that is then filed and published.

How long does it take to obtain the establishment authorisation

Timing depends on your activity, qualifications, and the completeness of your file. Straightforward commercial activities can be processed within a few weeks, while regulated or technical activities may take longer. Filing complete and well evidenced documents reduces delays.

Can a foreigner set up a company in Pétange

Yes. Non-residents can incorporate, subject to the same licensing and registration rules. Practical matters such as opening a bank account, proving premises, and recognition of qualifications may require extra planning time and documentation.

What taxes should I plan for when starting a company

Plan for corporate income tax, municipal business tax, and net wealth tax for certain entities. If you carry out taxable supplies, you must register for VAT and charge VAT where applicable. Employers also handle wage withholding and social security contributions. A tax adviser can model your combined rate and cash flows.

When do I need to register for VAT

You generally register when your activity is subject to VAT and your taxable turnover exceeds the small enterprise threshold or when the nature of your supplies requires registration from the start. Many businesses register at incorporation to recover input VAT on costs.

What is the minimum capital for each company type

SARL requires at least 12,000 euros, fully paid in. SARL-S allows 1 euro to 12,000 euros, with a profit allocation to a legal reserve until 12,000 euros is reached. SA requires 30,000 euros, with at least 25 percent paid in at formation. Partnerships can have different capital approaches.

Do I need an office address in Luxembourg

Yes, you need a registered office located in Luxembourg, and for establishment authorisation you must have suitable premises for the activity. A domiciliation provider can host the registered office for eligible activities, subject to rules.

What ongoing compliance applies after incorporation

You must keep statutory registers, hold shareholder meetings, file annual accounts, update the trade and companies register and the beneficial owner register for changes, comply with tax and VAT filings, maintain employment and social security compliance, and renew or update sector licenses when needed.

Can I convert a SARL-S into a SARL later

Yes. When your capital and reserves reach the standard SARL minimum and you meet other requirements, you can amend the articles before a notary to reflect SARL status. Many founders plan this step as they grow.

Additional Resources

- General Directorate for Small and Medium-Sized Enterprises at the Ministry of the Economy for establishment authorisations.
- Luxembourg Business Registers for the Trade and Companies Register and the Register of Beneficial Owners.
- Electronic Compendium of Companies and Associations for corporate publications.
- Administration des Contributions Directes for corporate income tax and wage withholding.
- Administration de l’Enregistrement, des Domaines et de la TVA for VAT matters.
- Joint Social Security Centre for employer registrations and contributions.
- Labour Inspectorate for labour law compliance and workplace safety.
- National Commission for Data Protection for GDPR guidance.
- House of Entrepreneurship of the Chamber of Commerce for start-up support and mentoring.
- Chamber of Trades for craft and artisan activities.
- Commune of Pétange administration for premises, local planning, and practical municipal matters.

Next Steps

- Define your activity, target market, and whether it is regulated. Outline funding needs and expected headcount for the first 12 months.
- Choose a legal form that fits liability, capital, and investor plans. Prepare a simple cap table and governance plan.
- Engage a Luxembourg lawyer and, if needed, a notary and an accountant. Ask for a task list, timeline, and all-in budget for incorporation, licensing, and first year compliance.
- Secure a registered office and, if required, operational premises in Pétange. Gather proof of premises and professional qualifications for the establishment authorisation.
- Open a bank account to deposit capital and obtain the capital certificate. Schedule the notary appointment and prepare identity documents and draft articles.
- File for the establishment authorisation, then complete company registration, publication, beneficial owner filing, VAT and tax registrations, and social security setup.
- Put in place employment templates, internal policies, data protection notices, and basic governance records. Create a compliance calendar for filings and deadlines.
- Reassess structure and licenses at 6 to 12 months as you grow or expand cross-border.

This guide provides general information and is not legal advice. For tailored assistance with new business formation in Pétange, consult a qualified Luxembourg lawyer.