Best New Business Formation Lawyers in Sanem

About New Business Formation Law in Sanem, Luxembourg

New business formation in Sanem operates within the national legal framework of Luxembourg company law, complemented by municipal rules on zoning, premises, signage, and local taxes. Founders can choose from several legal forms, including the société à responsabilité limitée or Sàrl, the société anonyme or SA, the société par actions simplifiée or SAS, the simplified private limited liability company or Sàrl-S, and partnership structures such as SCS and SCSp. Most trading, craft, and certain service activities require an establishment authorization or business permit issued by the Ministry of the Economy through its General Directorate for Small and Medium-sized Enterprises. Every company must be registered with the Luxembourg Trade and Companies Register, maintain a registered office in Luxembourg, and comply with tax and social security registrations. Sanem, whose administrative seat is in Belvaux, applies national rules and adds communal formalities for land use and operational permits.

The process typically includes choosing a legal form and name, preparing articles of association, depositing share capital where required, executing the deed of incorporation, obtaining a business permit when applicable, registering with the Trade and Companies Register and the Beneficial Owners Register, and completing tax, VAT, and social security registrations. Timeframes vary depending on the chosen legal form, completeness of documentation, and whether your activity is regulated or requires special permits.

Why You May Need a Lawyer

Many founders benefit from legal counsel to avoid delays, refusals, and future disputes. A lawyer can help you select the right legal form based on liability, governance, and funding plans, draft or tailor articles of association and shareholder agreements, and navigate notarial requirements for forms that require a notarial deed such as Sàrl, SA, and SAS. Legal counsel can guide you through the establishment authorization process, especially for regulated, craft, or professional activities that have qualification and integrity checks. Lawyers also advise on premises selection and leases, including zoning compliance, fit out permits, and commercial lease clauses that impact costs and flexibility.

Beyond formation, counsel can register your company, file beneficial ownership details, set up governance rules for directors and managers, and prepare internal policies for data protection, anti money laundering where relevant, consumer protection, and employment. If you plan to onboard investors, issue equity or convertible instruments, create vesting for founders, or operate cross border, a lawyer can structure these matters to fit Luxembourg law and your business needs. Where timing matters, counsel can coordinate notaries, banks, and public bodies so steps occur in the right order and with the right documentation.

Local Laws Overview

Company law framework. The Sàrl is the most common form for small and medium businesses, offering limited liability and pragmatic governance. It generally requires a minimum capital of 12,000 euros and a notarial deed. The SA and SAS are suitable for larger capitalizations or flexible investment structures, with a minimum capital of 30,000 euros and a notarial deed. The Sàrl-S is designed for entrepreneurs with lower initial capital and can be formed with capital between 1 and 12,000 euros through a private deed using standard articles. Partnerships such as SCS and SCSp are frequently used in investment structures and have distinct liability and management features. All companies must be registered with the Luxembourg Trade and Companies Register.

Business permit. Many activities require an establishment authorization before operations begin. Authorities verify professional integrity, managerial capacity, qualifications for regulated professions, and the existence of a suitable place of business in Luxembourg. If your activity is purely holding or passive, authorization may not be required, but legal confirmation is prudent.

Capital and banking. For companies that require a notarial deed, founders typically open a provisional bank account to deposit the share capital and obtain a blocking certificate for the notary. Banks will conduct know your customer due diligence, so plan time to prepare identification, source of funds information, and corporate documents if the shareholder is an entity.

Registrations. After incorporation, register with the Trade and Companies Register and file the beneficial owners with the Beneficial Owners Register within the statutory deadline. Register for direct taxes with the Administration des contributions directes and for VAT with the Administration de l’Enregistrement, des Domaines et de la TVA if your activity is taxable or you exceed the small enterprise exemption threshold. Employers must register with the Centre Commun de la Sécurité Sociale and notify the employment agency ADEM when hiring.

Accounting, audit, and filings. Luxembourg companies keep books under Luxembourg GAAP unless they qualify or opt for IFRS in specific cases. Annual accounts must be approved by the shareholders and filed with the Trade and Companies Register. Statutory audit or limited review applies when thresholds set by law are exceeded or based on the legal form. Tax returns are filed annually, and VAT returns can be monthly, quarterly, or annually depending on turnover. Late filings can trigger penalties.

Municipal matters in Sanem. The commune of Sanem controls zoning, building, and signage. Opening or fitting out premises may require a building or environmental permit and a signage authorization. Sanem also applies the municipal business tax component that is part of Luxembourg’s corporate tax burden, with rates set locally. Engage with the commune early to confirm whether your intended use is allowed and which permits you need before signing a lease or starting works.

Employment and immigration. Employment contracts must comply with Luxembourg labor law. Employers must issue written contracts, follow working time, leave, and minimum wage rules, and enroll employees with social security. Hiring non EU nationals can require immigration steps for the employee before they start. Directors and managers should also consider personal social security and tax positions if they reside outside Luxembourg.

Sectoral and compliance topics. Depending on your activity, you may face sector licenses, consumer protection rules for B2C transactions, distance selling and e commerce information obligations, data protection compliance overseen by the Commission nationale pour la protection des données, and anti money laundering requirements for certain regulated or gatekeeper activities. Intellectual property can be protected via the Benelux Office for Intellectual Property or EU level registration, and you should consider trademark clearance early in the naming process.

Frequently Asked Questions

Which legal form is best for a startup in Sanem

The Sàrl suits most small and medium businesses due to limited liability, flexible governance, and moderate capital. The Sàrl-S is tailored for founders starting with low capital and straightforward governance. If you need flexible share classes and investor friendly features, consider the SAS. For larger capital raises and listing readiness, the SA may be appropriate. Partnerships such as SCS or SCSp are often used for investment funds or holding structures. A lawyer can compare liability, management, capital needs, and investor expectations to recommend the best fit.

Do I need a business permit to operate

Most commercial, craft, and certain service activities require an establishment authorization issued by the Ministry of the Economy before you begin operations. Regulated professions and crafts have qualification requirements. Pure holding companies may not need a permit. Always verify the requirement for your specific activity to avoid fines or a forced suspension.

How long does incorporation take in practice

With documents ready, a Sàrl or SA can often be incorporated within a few days after the bank issues the capital deposit certificate and the notary signs the deed. Registration with the Trade and Companies Register typically completes within a few business days. The establishment authorization, when required, may take several weeks depending on the complexity of the file and any qualification checks.

Can a foreigner own 100 percent of a Luxembourg company

Yes. Luxembourg allows 100 percent foreign ownership. Founders must satisfy integrity and qualification criteria for the activity and complete bank and public authority due diligence. You will also need a registered office in Luxembourg and a suitable place of business for activities that require it.

What is the minimum capital required

A standard Sàrl requires at least 12,000 euros fully subscribed and paid up on incorporation. An SA and SAS require at least 30,000 euros, with specific rules on paid in amounts at incorporation. A Sàrl-S allows incorporation with capital from 1 euro up to 12,000 euros, subject to special conditions such as reserving part of profits until the standard Sàrl minimum is reached.

Do I need a notary

Yes for SA, SAS, and standard Sàrl, because they are incorporated by notarial deed. A Sàrl-S can be formed by private deed using standard articles without a notary, although many founders still use a notary or counsel to avoid errors and to expedite filings.

What tax registrations are required

Companies register for corporate income tax, municipal business tax, and net wealth tax with the direct tax authority. VAT registration is required if your activity is taxable and you exceed or opt out of the small enterprise exemption. Employers must register for social security and payroll withholding. Deadlines apply shortly after incorporation and commencement of activities.

What are my ongoing filing and accounting obligations

You must keep proper books, prepare annual accounts, have them approved by shareholders, and file them with the Trade and Companies Register. Depending on size and legal form, an audit or review may be required. Corporate income tax, municipal business tax, and net wealth tax returns are due annually, and VAT returns are periodic. Changes to directors, address, share capital, or articles must be filed with the register, and updates to the Beneficial Owners Register must be made promptly.

Can I use a home address or coworking space as my registered office

Yes if the address is acceptable under zoning and lease terms, and if your activity does not require specific premises. For some activities, authorities will expect dedicated premises. If you use a professional domiciliation provider, that provider must comply with Luxembourg domiciliation rules. Always check Sanem zoning requirements and the terms of your lease or coworking agreement.

What should I know before signing a commercial lease in Sanem

Confirm zoning permits your intended use, identify any fit out works that may require building or environmental permits, and check whether signage authorizations are needed. Review rent indexation, duration, renewal and termination rights, maintenance and service charge clauses, and who bears compliance costs for permits. Align the lease start with your expected business permit issuance to avoid paying for unusable time.

Additional Resources

Ministry of the Economy, General Directorate for Small and Medium-sized Enterprises for establishment authorizations and sector guidance. Luxembourg Trade and Companies Register for name checks, incorporation filings, and annual accounts. Beneficial Owners Register for ultimate ownership filings. Administration des contributions directes for corporate income tax, municipal business tax, and net wealth tax. Administration de l’Enregistrement, des Domaines et de la TVA for VAT and registration duties. Centre Commun de la Sécurité Sociale for employer and employee registrations. ADEM for employment notifications and labor market information. Commission nationale pour la protection des données for data protection compliance.

Chamber of Commerce and its House of Entrepreneurship for mentoring and practical support. Chamber of Skilled Trades and Crafts for craft activities and qualification recognition. Commune of Sanem urbanism and business services for zoning, building permits, and signage authorizations. Benelux Office for Intellectual Property and the European Union Intellectual Property Office for trademarks and designs. Local banks experienced in startup accounts for capital deposit certificates and payment solutions. Professional notaries and law firms in the Esch sur Alzette region familiar with Sanem’s municipal procedures.

Next Steps

Define your business model and activity, then choose a legal form that fits your liability, governance, and funding plans. Conduct a name availability search and trademark clearance to reduce brand risk. Identify premises needs early and consult the Commune of Sanem on zoning and permits before you sign a lease or start works.

Prepare your formation documents. For Sàrl, SA, and SAS, schedule a notary and assemble identification, articles of association, and a bank capital deposit certificate. For Sàrl-S, gather required documents and standard articles for a private deed. Plan your registry filings and the Beneficial Owners Register submission immediately after incorporation.

Confirm whether an establishment authorization is required and compile the file with evidence of integrity, qualifications if applicable, and proof of a Luxembourg place of business. Coordinate tax registrations for direct taxes and VAT, and set up payroll and social security if you will employ staff. Establish basic compliance policies for data protection, invoicing, and consumer law if you sell to consumers.

If you need legal assistance, consult a Luxembourg qualified lawyer who works regularly with incorporations in the Esch sur Alzette area and interacts with the Commune of Sanem. Bring a short description of your activity, ownership structure, planned premises, and timing so the lawyer can map a realistic timeline and cost estimate. Early legal input can prevent permit issues, avoid delays with banks and notaries, and set up governance documents that fit your growth plans.