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Open a Joint Stock Company in Luxembourg

Open a Joint Stock Company in Luxembourg

Luxembourg has enabled the first Commercial Law in 1915. The legislation has been amended several times since then and the Grand Duchy now offers some of the best economic conditions in Europe to set up various types of companies here. The most popular types of entities available for registration in Luxembourg are the private and the public limited liability company. The latter, which is best known as a joint stock company, is employed for establishing investment funds in Luxembourg.

Our attorneys in Luxembourg can offer more information on the provisions of the current Commercial Law.

What is a Luxembourg joint stock company?

The public limited liability or joint stock company takes is shortly referred to as a SA (Société Anonyme, in French) and it is similar to the private limited liability company, except that it can list its shares on the Stock Exchange in Luxembourg or in other countries. In order to register a joint stock company in Luxembourg, the following requirements must be complied with:

  • –          a minimum share capital of nearly 31,000 euros must be deposited;
  • –          the company must have at least one shareholders and 3 directors;
  • –          it must have a registered address in Luxembourg.

In terms of the shareholding structure, the Luxembourg public company may have both resident and non-resident shareholders who can be individuals or companies.

How to register a joint company in Luxembourg

If the above requirements are met, the shareholders must prepare the Memorandum and Articles of Association which are necessary for the enrollment of the joint stock company with the Luxembourg Companies Registrar. The incorporation documents must be notarized by a public notary in Luxembourg. Foreign investors also have the possibility of appointing a law firm in Luxembourg to take care of the setup process of a joint stock corporation.

Apart from the incorporation process, the Luxembourg company will also be required to meet certain accounting obligations, among which to have its accounts audited on a yearly basis. The annual financial sheets must be filed with the tax authorities in Luxembourg.

If you want to open a joint stock company in the Grand Duchy and need assistance, please contact our Luxembourg lawyers. You can also ask our lawyers for information about the taxation of public companies in Luxembourg.