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Company Formation in Luxembourg
Luxembourg offers a well-established legal framework for company formation and corporate structures used by international business groups and investment platforms.
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Legal framework for companies in Luxembourg
Corporate entities in Luxembourg operate under the Law of 10 August 1915 on commercial companies (Loi du 10 août 1915 concernant les sociétés commerciales), which forms the core legal framework governing company formation and corporate governance.
New companies must be registered with the Registre de Commerce et des Sociétés (RCS Luxembourg). Corporate filings and documentation are submitted through the Luxembourg Business Registers (LBR) electronic platform.
The incorporation deed must be executed before a Luxembourg notary (notaire luxembourgeois), who formalises the articles of association and confirms the establishment of the company.
Luxembourg companies are also required to comply with EU regulatory frameworks, including transparency rules introduced under OECD BEPS initiatives and EU directives such as ATAD.
New companies must be registered with the Registre de Commerce et des Sociétés (RCS Luxembourg). Corporate filings and documentation are submitted through the Luxembourg Business Registers (LBR) electronic platform.
The incorporation deed must be executed before a Luxembourg notary (notaire luxembourgeois), who formalises the articles of association and confirms the establishment of the company.
Luxembourg companies are also required to comply with EU regulatory frameworks, including transparency rules introduced under OECD BEPS initiatives and EU directives such as ATAD.
Luxembourg law provides several corporate forms, although international investors typically use only a small number of structures.
Common company forms used in Luxembourg
Legal form
Description
Minimum capital
Société à responsabilité limitée (S.à r.l.)
Most common structure for holding companies and investment vehicles
EUR 12,000
Société anonyme (S.A.)
Used for larger corporate groups and regulated structures
EUR 30,000
Société en commandite spéciale (SCSp)
Frequently used for investment funds and private equity
No statutory capital
Company formation process
Company formation in Luxembourg generally follows a structured legal process.
Name reservation
Verification of company name availability
Notarial incorporation
Execution of incorporation deed before Luxembourg notary
RCS registration
Registration with Registre de Commerce et des Sociétés
Tax registration
Registration with Administration des contributions directes (ACD)
VAT registration
If required, with Administration de l’enregistrement, des domaines et de la TVA (AED)
Publication
Incorporation published in the Recueil électronique des sociétés et associations (RESA)
Corporate requirements in Luxembourg
(Highlights)
Corporate governance and reporting
(01)
Companies are required to maintain statutory accounting records and file annual financial statements with the Luxembourg Business Registers.
(02)
Directors are responsible for corporate governance and compliance with Luxembourg commercial law.
(03)
Depending on the activities of the company, additional regulatory requirements may apply, particularly where the company is involved in regulated financial services or investment activities.
(04)
International corporate groups frequently appoint Luxembourg resident directors to ensure proper governance and operational substance within the jurisdiction.
(Highlights)
Luxembourg in European Corporate Structures
(01)
Luxembourg companies are widely used within European corporate structures as holding companies and investment platforms. The jurisdiction is particularly known for its participation exemption regime and extensive network of double taxation treaties.
(02)
Many international structures combine Luxembourg companies with entities in other European jurisdictions such as the Netherlands, allowing corporate groups to organise ownership of subsidiaries and cross-border investments within the European Union.
European Structuring Jurisdictions
Two of the most widely used jurisdictions for international holding structures in Europe.
Luxembourg
European hub for holding companies and investment structures used by international business groups and investment funds.
Netherlands
Leading jurisdiction for international holding companies and cross-border corporate ownership structures.
Luxembourg vs Netherlands
Comparison of the two most widely used European holding jurisdictions on tax treatment of dividends, participation exemption and substance requirements
Insights on European Corporate Structures
Analysis and practical guidance on corporate structuring in Luxembourg and the Netherlands.
Luxembourg vs Netherlands Holding Structures
Comparison of two leading European jurisdictions used for international holding companies and investment platforms.
How EU Holding Structures Work
Overview of typical ownership and investment structures used by international groups operating in Europe.
Corporate Taxation in Luxembourg
Key aspects of corporate taxation, participation exemption and dividend flows in Luxembourg holding structures.
Discuss Your European Structure
We advise on holding structures, corporate formations and cross-border ownership platforms involving Luxembourg and the Netherlands.
By submitting this form, I confirm that I have read and accept the Privacy Policy and Terms and Conditions. Information submitted through this form will be treated confidentially and processed in accordance with applicable data protection laws.
By submitting this form, I confirm that I have read and accept the Privacy Policy and Terms and Conditions. Information submitted through this form will be treated confidentially and processed in accordance with applicable data protection laws.