Set Up a Cooperative Company in Luxembourg

Luxembourg is an attractive country for doing business and foreign investors come here because they have many types of companies to choose from. Most of these structures are suitable for investment funds and offer flexibility to the shareholders. These are also the characteristics of the cooperative company (société cooperative), shortly known as the SC in Luxembourg.

Our lawyers in Luxembourg can offer more information on all the types of companies in the Grand Duchy.

What is a cooperative company in Luxembourg?

The cooperative company is no different from other types of structures in Luxembourg, its main features being:

• -          it has a variable share capital;
• -          the shareholders are not allowed to transfer the shares to any other party;
• -          the shareholders can change anytime;
• -          it offers flexibility to the shareholders and the management of the company, flexibility which can be seen in the statutory documents.

The minimum number of shareholders in a SC in Luxembourg is seven.

How to establish a cooperative company in Luxembourg

The Luxembourg SC can be set up as a private, as a public company or even as a European society. The cooperative company will be set up by preparing the articles of association which will be notarized by a public notary in Luxembourg. No matter the type of structure used for the SC, the incorporation documents must be filed with the Trade Register and published in the Official Gazette.  The minimum share capital also depends of the business form chosen and are provided by the Luxembourg Commercial Code. However, once the cooperative company is registered, the share capital may be altered at any time in order to allow for the changes in the ownership structure.

Compliance requirements for Luxembourg cooperative companies

Given the high level of flexibility, from an accounting point of view, a SC must prepare an inventory of its assets, as well as:

• -          annual accounts;
• -          balance sheets;
• -          a management report;
• -          the profits and loss account;
• -          financial statements.

The company must also appoint an auditor and must file its accounting situation within 7 months from the end of financial year.

For information about the taxation of cooperative companies or assistance in setting one up, please contact our attorneys in Luxembourg.