The branch is an extension of the foreign parent company. By choosing to establish a branch in Luxembourg, the foreign legal entity gains easy access to the Luxembourgish market and can start its business activities faster than if incorporating a local company. The branch will be totally dependent on the parent company and the latter will be liable for the branch’s debts in Luxembourg. Establishing a branch in Luxembourg is a simple process if certain steps for company formation in Luxembourg are followed and the documents are properly submitted. The whole process doesn’t take longer than a few weeks and in order to operate on the market, the branch will need to have a business permit and to be registered with Trade and Companies Registrar. Our company formation representatives in Luxembourg can offer in-depth support for opening a branch in Luxembourg.
The characteristics of a branch in Luxembourg
A few requirements must be respected for opening a branch in Luxembourg: the branch must have its own premises in Luxembourg, distinct from the ones of the foreign company and it must have its own clients. A minimum share capital for a branch opened in Luxembourg is not mandatory, however, the foreign company can decide to provide an initial capital to its branch. Here is information about branches in Luxembourg:
The branch office must disclose any necessary financial information about the foreign company to the Luxembourg Inland Revenue, even though some of the information might be confidential in the country of origin.
The accounts of the parent company can be audited by the Luxembourg authorities anytime they request to do so.
The advantages of opening a branch in Luxembourg include lower incorporation costs and quicker incorporation time than for other types of companies.
The branch will also have to observe lighter reporting and auditing requirements while doing business in Luxembourg.
A disadvantage for the foreign company is that it is completely liable for the debts and obligations of its Luxembourg branch. Foreign companies that want to have a separate identity on the Luxembourgish market can also open a subsidiary which is a completely distinct legal entity from its parent company.
The company incorporation process for a Luxembourg branch
Before commencing any business activities, the branch of a foreign company or any other type of company in Luxembourg must receive a business permit. The permit is obtained from the General Directorate for SMEs and Entrepreneurship after submitting specific documents such as those proving the qualification and integrity of the parent company, the articles of association of the company, a passport copy for the branch’s local representative, stamp duty payment proof. The documents necessary for opening a branch in Luxembourg must be accompanied by the translation into French, German or English. The permit is no longer valid if it’s not used for a period of two years, if the company is liquidated or if the company is bankrupt.The following documents must be submitted at the same time as the application for the business permit at the Trade and Companies Register:
The articles of association of the foreign company which act as proof that the foreign company exists.
Information about the authority that released the certificate of registration in the country of origin.
The minute of the meeting where the decision of opening a branch was taken.
The decision to appoint a branch representative.
The identification data for the representatives, the branch’s local address and others.
As a result, a unique registration number is attached to the certificate of registration of the Luxembourg branch and the commercial activities may begin. We invite you to watch a video about opening a branch, helped by our company formation specialists in Luxembourg:
What are the accounting requirements for a branch in Luxembourg?
The registration for tax purposes is mandatory for branches in Luxembourg, just like for any kind of business structure established in this country, mentioning that the VAT returns can be made on a monthly, quarterly or annual basis. This is one of the important accounting requirements for branches in Luxembourg, with the mention that the Company Law and the Commercial Code in Luxembourg need to be respected. Branches can have an accounting department or better yet, such services can be externalized. Our accounting firm in Luxembourg is at your disposal as soon as you register your branch in the country by providing the needed accounting services for your firm. Feel free to address your questions to our team and find out more details in this matter.
What types of companies can I open in Luxembourg?
A branch can be established in Luxembourg under different forms, and the following ones can be chosen for business:
•SARL or a private limited liability company with a minimum share capital of EUR 12,000.
•SA or a public limited liability company with a minimum share capital of EUR 30,000.
•A partnership which can be established with EUR 30,000 as the minimum share capital.
•A joint-stock company for a minimum share capital of EUR 30,000.
SARL is the preferred business structure for international investors in Luxembourg, whether they want to establish a branch or a subsidiary. The incorporation procedure of a SARL in Luxembourg is not complicated, nevertheless, it is ideal to have the support of a company formation agent in Luxembourg who can handle all the requirements in matters of documents and institutions. You are invited to talk to our team of consultants and find out more about the support they can provide for you.
Opening a bank account for a branch in Luxembourg
All the financial activities of branches in Luxembourg are linked to a corporate bank account which can be opened in a few simple steps. The procedure is the same for both local and international entrepreneurs, mentioning that the latter ones are not obliged to travel to Luxembourg for opening a bank account. Moreover, you may appoint one of our consultants with a power of attorney to take care of such aspects, especially if you think of opening a bank account for your future branch in Luxembourg. The banking system in Luxembourg is very attractive especially because there are lower fees or none, and above all, entrepreneurs can benefit from complete internet banking services where they have full control on financial operations, liquidities and more. If you are looking for support in opening a bank account in Luxembourg, do not hesitate to get in touch with our representatives.
Choosing Luxemburg for opening a branch
International companies can have branches in Luxembourg in most of the sectors, as long as there are no particular restrictions imposed. The banking sector is a prolific one, and most international financial institutions activate in Luxembourg as branches or subsidiaries. Branch offices have fewer administrative procedures, can be easily established, however, such structures have complete responsibility in front of the parent company meaning that each operation, financial or non-financial needs to be reported. In terms of management, a board of directors is needed, in charge of daily activities and other operational matters. Even if settling agreements as a branch in Luxembourg depends in a large percent on the foreign company, this does not represent an impediment when choosing such business form for future operations. In matters of taxation, branches established in Luxembourg have an important advantage, and that is related to the fact that there are no taxes to be paid. This means that the parent company will be in charge of such aspects, however, the branch needs to be registered for taxation in Luxembourg.
The business opportunities in Luxembourg are huge, and the stable economy and the support of the authorities provided for international investors is well represented and appreciated. Branches and subsidiaries are easy ways to do business in Luxembourg, taking also into consideration that entrepreneurs can think of the experienced local workforce, an appealing tax structure, good infrastructure and varied investment incentives offered to foreign investors. ICT, shipping and logistics, the financial sector and the automotive are only a few of the fields in which branches of international businesses can be established. Here are some facts and statistics to know about Luxembourg business and economy:
USD 62.44 billion represent the GDP for Luxembourg in 2018.
The unemployment rate in Luxembourg is set at 5.47%.
USD 15.75 billion represent the Luxembourg exported goods for the previous year.
The GDP volume for Q1 of 2019 rose by 1.6% compared to the same period last year.
If you would like to do business in Luxembourg, you may contact our team of company formation specialists in Luxembourg and find out how you can open a branch in Luxembourg.
The team from CompanyFormationLuxembourg.com is very qualified and benefits from extensive expertise in this area. I would definitely recommend them to any entrepreneur decided to start his own business here.
Mihai Cuc, Partner of Enescu&Cuc; Law Firm www.romanianlawoffice.com