11 answers for owners and founders of a Luxembourg company, from ordering to banking, annual compliance and what happens after incorporation. General information, not legal or tax advice; your specialist confirms how it applies to you.
Only a regulated professional in Luxembourg, such as a bank, a lawyer on list I or IV, a statutory auditor or a chartered accountant, can act as domiciliation agent. The agent and the company sign a written domiciliation agreement. Having no known address is a serious breach that can lead to court-ordered dissolution.
Source: Domiciliation de sociétés, Guichet.lu, Government of Luxembourg
The name must differ from every existing company, and its availability is checked with the Luxembourg Business Registers before the deed. The company must also hold any authorisation its activity needs, such as a business permit, before it starts trading. Insurance, savings and investment businesses cannot use the S.à r.l. form at all.
Source: Société à responsabilité limitée (SARL), Guichet.lu, Government of Luxembourg
The shareholders or the board decide, and the extract of that decision is filed with the RCS within one month. The change is then published in the RESA, the official electronic gazette. We prepare the resolution and the RCS filing.
Source: Dépôts modificatifs et rectificatifs au RCS, Guichet.lu, Government of Luxembourg
€15 excluding VAT for each registration or change filed with the Register of Beneficial Owners. Filing is done online with a LuxTrust certificate, and the register confirms within 3 working days. If the filing is incomplete, you get 15 days to correct it.
The registry adds a surcharge to the filing fee: €50 between the 7th and 8th month after year end, €200 between the 8th and 11th month, and €500 from the 12th month. The surcharge is calculated automatically. We plan the accounts timetable with you so it never applies.
Source: FAQ: frais de dépôt majorés pour les dépôts tardifs, Luxembourg Business Registers (LBR)
Because the S.à r.l.'s share capital must be fully paid in when the company is formed, so a bank has to receive it first. The bank then confirms the payment for the notary. Opening this capital account is often the step that takes longest, so we start the bank file as soon as your KYC is approved.
Source: Société à responsabilité limitée (SARL), Guichet.lu, Government of Luxembourg
A full ownership chart up to the individuals at the top, ID and proof of address for each of them, and evidence of where the capital and their wealth come from. Expect questions about why the company is in Luxembourg, who takes decisions and what flows through the account. Group structures should include the documents of each parent company.
The shareholders approve them within 6 months of the financial year end, and the company files them with the RCS within one month of approval. That makes 7 months after year end the outer limit. Filing is online, and fees are charged per filing.
Source: Dépôt des comptes annuels au RCS, Guichet.lu, Government of Luxembourg
Within one month of the date the company knew, or should have known, about the event. The same one-month rule applies to the first registration after incorporation. The company, its notary or an authorised agent can file.
Within 15 days of starting a taxable activity, by filing an initial declaration with the Administration de l'enregistrement, des domaines et de la TVA (AED). The estimated turnover in that declaration sets how often you file VAT returns. The AED then issues the VAT identification number used on invoices.
Source: Inscription à la TVA, Guichet.lu, Government of Luxembourg
The shareholders decide to dissolve the company before a notary and appoint a liquidator, who sells the assets and settles the debts. For a single-shareholder company, the sole shareholder's recorded decision does the same job. The company is closed and removed from the RCS only after liquidation ends.
Source: Dissolution / liquidation volontaire d'une société, Guichet.lu, Government of Luxembourg
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