How to register a company in Luxembourg

In this article you will learn how to register a company in Luxembourg and what documents are required, as well as explore the diversity of business organizational and legal forms in the country

Maria Ovseytseva
Author
Maria Ovseytseva
Daria Saltykova
Author
Daria Saltykova
Last time updated
01.12.23

Incorporation of a company in Luxembourg gives you the opportunity to do business on a European and international level. The Grand Duchy offers favorable conditions for the growth and development of small, medium and large businesses.

Luxembourg has an extensive system of legal forms of business, with more than 20 different forms presented. Each legal form has its own set of rules, tax implications, and liability structures, making it essential for businesses to choose the one that best aligns with their goals and operational needs.

Comparison of popular legal forms
StatutesCapitalInvestmentsShareholders
IE1
SCS++2
SENC++2
SCA+€30 000+2
SA+€30 000+1
SARL+€12 000+1 to 100
SARL-S+€1+1 to 100
What is statues?

Company statutes are the set of formal rules that guide a company's operations and structure. They include details on organizational structure, shareholder rights, director responsibilities, financial record-keeping, and procedures for amendments. These statutes serve as a rulebook, outlining how the company functions and ensuring legal and efficient operation.

Individual entrepreneurship
Partnership
Limited liability company
Companies
Business groups and associations
Foundations

How to choose the right form?

Consulting a notary public is worthwhile. They can help you choose the appropriate legal form for your business and advise on the required supporting documents to demonstrate professional qualifications and good faith. Additionally, they can draft your articles of association and register them with the Commercial Register (RCS) if necessary. You can seek guidance from the Luxembourg Chamber of Notaries or any legal notary.

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The Luxembourg Chamber of Notaries website provides standardized forms of articles of association for SARL, SA, SCA

Before initializing the next steps, check if the chosen commercial brand or company name is available for usage and has not yet been taken by submitting an online application to the Luxembourg Business Register (LBR) which is a part of RCS.

You need to apply for a certificate that proves availability of a company name. There are two ways to do this, both of which require the user to register on the RCS website:

Login and password
On their first connection to the RCS website, users are provided with a username and password. These credentials can be used to request a certificate for the company name.
LuxTrust certificate
LuxTrust is a dedicated certification center in Luxembourg that has been operating since 2005. It is authorized to issue electronic certificates that can be used to prove one's identity in the digital space.
LuxTrust
Certificate
ID
Read more about the LuxTrust certificate in our guide
Read more

You can get two kinds of responses from LBR. They will arrive in your personal cabinet on the official website as PDF documents.

Certificate of unavailability of the company name (non libre)

States that the name requested is already taken and registered to another individual. The only way for the company name to become available again is to deregister the legal or natural person who currently holds it on the RCS.

Certificate of availability of company name (libre)

Confirms that the name you're interested in is available and has not been registered with RCS. This certificate holds its validity from the time of issuance to the moment the name is officially registered with RCS. However, this doesn't guarantee that the name is reserved, and it's possible for another person to register a company under this name before you do. Anyone can register an available name by applying to RCS first.

The entrepreneur can download the PDF document from their LBR personal account within 20 days. They have 20 days from receiving the certificate to download it, whether the name is available or not. The notification that the certificate is ready and can be downloaded in the LBR is usually sent by e-mail.

Applications for a certificate of title come with a fee, which can be found in the RCS Fee Schedule. The price varies depending on the case and can reach several hundred euros.

All entrepreneurs who want to register a company in Luxembourg must obtain the necessary permits and accreditations to do business. In Luxembourg, the entrepreneur's required documents vary depending on the type of business they plan to register. For instance, a sole proprietorship usually only necessitates a business permit, whereas a limited liability company requires, at minimum, a statute.

Business permit
License
Proof of education
Articles of association
What makes a notary useful at this stage?

The notary helps the entrepreneur collect and submit documents proving professional qualifications and integrity in order to obtain a work permit.

If the company needs articles of association, the notary drafts them while the entrepreneur collects the necessary documents. Afterward, the notary checks all the submitted documents and approves the statutes. The notary also assumes responsibility for solving the remaining administrative issues: registration with RCS and VAT registrations.

The services of the notary are subject to a fee. Notary fees are determined based on the type of transaction and are based on the scale of fees set by the Chamber of Notaries.

Business
Permit
Guide

Still have questions about the business permit?

Read more in one of the steps of the guide

A corporate or business bank account is necessary to carry out transactions and deposit the authorized capital before registering a company. All entrepreneurs, regardless of the legal form of their business, including self-employed or sole proprietorships, need to open an account in the Luxembourgish bank.

For a sole proprietorship, the process of opening a corporate account is similar to that of opening a personal account. However, it's mandatory to mention the name of the company or the sole proprietorship. Although no authorized capital is required for a sole proprietorship, a business account is still necessary.

As for companies with capital, any entrepreneur must deposit the minimum authorized capital in a bank account before signing the articles of association.

SARL, SA, SARL-S, SCA, SCS, and other companies generally require a standard set of documents.

Opening a business bank account requires the following documents
Check your application files
Once you have all the paperwork, you can go to the bank. Keep in mind that Luxembourg banks will follow the KYC (Know-Your-Client) procedure, which means they can ask for more info and documents in order to open an account. They may ask for information about primary counterparties, contracts with them, and planned areas of operation.
*The mandatory items are marked with red asterisks.
Company registration details
Including the reference number issued by the National Register of Trade and Companies
Statutory documents
Apostilled, notarised copies of the draft articles of association; a certificate proving the name of the company; a business permit (+ all related requirements for obtaining such a permit must be met)
Executives' details
Be sure to submit copies of managers' ID cards
Information on the beneficiary – natural or legal person
In the case of a legal entity, the incorporation documents with a natural person as the beneficial owner will also be required. Copies of the identity cards of the beneficial owners should also be obtained
Description of the principal business
It is usually written in a free form, but it is necessary to specify the planned turnover, type of services, by whom, and for what purposes it is established
Confirmation of authorized share capital
It is necessary to provide a formal confirmation of the origins of the company's capital resources which will be used as authorized capital
Projected annual turnover of the account
Bank application form
Check your application files
Once you have all the paperwork, you can go to the bank. Keep in mind that Luxembourg banks will follow the KYC (Know-Your-Client) procedure, which means they can ask for more info and documents in order to open an account. They may ask for information about primary counterparties, contracts with them, and planned areas of operation.
*The mandatory items are marked with red asterisks.

After all the paperwork has been done:

  1. The entrepreneur presents all necessary documents to the bank and must bring a draft of the articles of association.
  2. The bank opens an account based on the draft articles of association. This account remains blocked for all transactions until the company is incorporated. Capital is then deposited into the account, followed by the bank issuing a blocking certificate to freeze the funds until the company is fully formed.
  3. The certificate is handed over to the notary and serves as proof of payment of the authorized capital of the company.
  4. When the company is registered, the notary gives the entrepreneur a certificate to unfreeze their funds (certificat de déblocage).
  5. The entrepreneur submits this certificate to the bank together with the final version of the articles of association signed by all founders and any additional documents requested by the bank.
  6. The bank then unfreezes the capital and it becomes available for the spending to the company.

If you don't know English or one of the three official languages in Luxembourg, it's best to get a professional translator or interpreter's help. Applying for a general power of attorney will lessen the bureaucracy, but you still need to go to the bank in person.

The notary registers the certified documents with the Registration Duties, Estates and VAT Authority (Administration de l'enregistrement, des domaines et de la TVA) within 15 days of the signing of the articles of association.

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The notary submits the documents electronically to the Luxembourg Trade and Companies Register (Registre de commerce et des sociétés – RCS) within one month after signing, so that the data is published in the electronic directory of companies and associations (Recueil électronique des sociétés et associations – RESA).

The publication takes place on the day of submission or on a fixed date chosen by the submitter within 15 days from the date of application.

faq

Frequently Asked Questions (FAQ)

Is it necessary to open an account in Luxembourg to register a company?

How to figure out which legal form to choose?

What documents are required to register a company?

We took photos from these sources: Unsplash, Gabor Koszegi