Luxembourg / Company formation
Two to four weeks from a complete file to a registered company. Below: which legal form fits, what actually happens week by week, what you have to provide, and the cases where a Luxembourg company is the wrong answer.
Four forms cover almost everything. The S.à r.l. is the answer in the large majority of cases, and the honest reason to choose otherwise is narrow.
The EUR 12,000 must be fully subscribed at incorporation, but since the law of 2 June 2026 the cash payment may be deferred by up to twelve months. Anything above the minimum, share premiums, contributions in kind and shares issued later are still paid immediately, and voting rights on unpaid shares are suspended until they are paid.
Two steps decide the real timeline, and neither is the notary: the KYC file and the bank. Everything else is predictable.
Availability confirmed with the RCS, and the legal form settled against what the company will actually do. Getting this wrong is the only step that is expensive to undo.
Identity, proof of address and source of funds for every shareholder and director, plus the UBO details for the register. This is the step that decides whether formation takes three weeks or eight — start it before anything else.
Drafted around the share classes, transfer restrictions, board powers and any investor arrangements. Standard articles are fine for a standard company and a liability for anything else.
The deed is executed before a Luxembourg notary and the company legally exists from that moment. Since June 2026 the capital no longer has to be paid in first: the articles set out the payment schedule instead, which is what removed the bank account from the critical path.
The notary files with the Registre de Commerce et des Sociétés and the incorporation is published in the Recueil électronique des sociétés et associations. The company gets its B-number.
Registration with the Administration des contributions directes, VAT registration where required, and the beneficial owners filed in the Registre des bénéficiaires effectifs.
Commercial, craft and most professional activities need an autorisation d'établissement from the Ministry of the Economy, granted against the qualifications and standing of the manager. A pure holding company does not need one — an operating company does, and it is the requirement most often discovered late.
Runs in parallel and is the one step whose timing nobody controls. Since the capital-payment reform it no longer blocks incorporation, but the company cannot operate without it. Onboarding depends on the shareholder profile, the activity and the bank. We introduce and prepare the file; we do not promise a date.
Send this at the start and formation takes weeks. Send it in pieces and it takes months. There is no third outcome.
Passport, proof of address no older than three months, and a CV or professional profile.
Where the share capital comes from, evidenced. Bank statements, a sale agreement, audited accounts — whatever fits the story.
If the shareholder is a company: its extract, articles, and the chain up to the natural persons who ultimately own it.
What the company will actually do, in two or three sentences. It drives the legal form, the permit question and the bank's view of you.
Fixed fee, quoted before we start. Notary, RCS and RESA are third-party costs and are passed through at cost.
Structure decision, articles, notary coordination, RCS, tax and UBO registrations, bank introduction.
Only if you are trading. Application, qualification file and follow-up with the Ministry of the Economy.
Registered office, accounting, annual accounts, filings. Directors and substance quoted separately.
Third-party costs on top: notary fees, RCS and RESA filing, and the EUR 12,000 of share capital itself — which stays yours, in the company, and which since June 2026 you may pay in over the first twelve months. Minimum net wealth tax from EUR 535 a year applies from the first financial year.
You have one business in one country. A Luxembourg company adds cost, accounting and substance obligations and gives you nothing a domestic company does not. Form it at home.
You want it for the tax rate. Luxembourg taxes at 23.87% in the capital. The advantage is the participation exemption on holdings and the treaty network — neither of which helps a plain trading company.
You cannot fund the substance. A company with no local director, no office and no local decision-making is not a structure; it is an annual bill that loses the relief it was built for.
What you actually need is a holding. If the purpose is owning subsidiaries and pooling their dividends, the question is not how to form a company but which jurisdiction to hold from — and for a plain corporate group the answer is often a Dutch B.V. Compare the two →
Thirty minutes, no charge. You will leave the call knowing the legal form, whether you need a permit, and what it costs to run — or that you should incorporate at home instead.
Arrange a conversationWhat it is, the Article 166 conditions in numbers, and why full taxability is the point.
The three-band rate, municipal business tax and net wealth tax — what the entity actually pays.
Directors, board meetings, office and accounting — what is tested and what fails.