Company Formation Luxembourg

• What is a SARL in Luxembourg?

A Luxembourg SARL means a Societe a ResponsabiliteLimitee, which is actually a limited liability company in Luxembourg. All the rules for setting up a limited liability company in Luxembourg are stated in the commercial companies law and it is usually the type of business structure that foreign investors choose due to the simple administrative formalities.

• What is the minimum share capital for a SARL in Luxembourg?

A minimum of 12,400 EUR is required for the incorporation of a Luxembourg SARL. This sum has to be deposited in full before company registration in Luxembourg. Contributions can be made in either cash or in kind and the capital will be divided into shares. These shares must have the same value, which cannot be lower than 24.79 EUR.

• How many shareholders are necessary for a SARL in Luxembourg?

The requirements as far as the shareholders of a limited liability company in Luxembourg are regarded are simple. The number of founders has to be between two and forty. The liability of the founders for the company’s debts and obligations is limited to their initial contributions.

• What is the management structure for a SARL in Luxembourg?

A Luxembourg SARL must have a management board formed of at least one manager appointed by the articles of association. If the incorporation documents do not mention the name of the manager or managers, it is the responsibility of the general meeting to make this choice. Managers have an important role in the organization of a limited liability company in Luxembourg and they may even be able to represent the company in front of third parties.

• How can a SARL in Luxembourg be verified?

If the Luxembourg SARL has more than 25 shareholders, it is compulsory to have one or more auditors that supervise the activity of the company. Also, of the balance sheet of the company after two years exceed 3.125 million EUR or the turnover exceeds 6.25 million EUR, supervision is mandatory. When a limited liability company has more than 50 employees, it must have a commissaire aux comptes or an auditor to evaluate the company’s activity. Auditors also prepare reports regarding the financial activity of the Luxembourg SARL and submit them with the registered office not later than seven months after the financial year has ended.

• Are there any other requirements for a SARL in Luxembourg?

The Ministry of Middle Classes issues business licenses for all companies in Luxembourg, including limited liability companies. An application has to be submitted in order to obtain this permit.

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