Deposit the minimum capital requirement
Agency: Commercial Bank
The promoters must open a bank account in the name of the company in formation and must transfer the amount of the share capital to this account before the passing of the deed of incorporation. For the purpose of the passing of the notarial deed, the bank will remit an escrow certificate (certificat de blocage) certifying that the funds corresponding to the amount of the share capital are “blocked” in the escrow account. The funds are automatically unblocked on delivery of a certified copy of the notarial deed of incorporation and the issue by the notary of the release certificate (certificat de déblocage).
Time and cost: 1 day, no charge
Verify uniqueness of company name and reserve name
Agency: Luxembourg Business Registers
Shareholders are free to choose the company’s name but must ensure that it is unique (https://www.lbr.lu). Each person requesting the Luxembourg Business Register to confirm the availability or non-availability of a company’s name may select four types of documents to reflect the answer of the Luxembourg Business Register.
Time and cost: Less than 1 day (online procedure), EUR 4.75 to EUR 10
Notary drafts and notarizes the company deed
A private limited liability company must be incorporated before a Luxembourg notary public. The Luxembourg notary or lawyer draws up the deed of incorporation which includes the articles of association of the company. Model of articles of association may be found on Internet (the national Chamber of Commerce’s One-stop shop information center can help incorporates to complete the model of documents).
The Luxembourg notary is held by law to pay all the costs relating to the incorporation and registration of the company and which include:
- The notary fees EUR 450 (fee EUR 150 + sundry expenses EUR 200 + certified copies EUR 100);
- Company Register fees EUR 250;
- Publication in Official Gazette EUR 250;
- Effective Beneficial Owner Register fee EUR 15 (this fee is waived during the six-months transition period of the Law of the Register of Effective Beneficial Owners);
- Sundries EUR 50.
- A fixed fee of EUR 75 for the tax registration.
The notary must provide a detailed account/invoice once the company is incorporated.
Time and cost: 2 days, EUR 1,000 + EUR 75 fixed tax registration fee
Apply for business license
Agency: General Directorate for Small and Medium-Sized Businesses – Ministry of Economy
This license/permit is issued by the Ministry of Middle Classes for a commercial activity or by the Ministry of Economy for industrial activities upon request and on proof of knowledge of business management.
To apply for a business license, promoters must submit the following documents:
- Application form (completed and signed) for an establishment permit.
- Tax stamp for EUR 24 EUR (This varies from EUR 24 to EUR 2,500, depending on the type of activity. 24 EUR refers to a sales/trade company). The amount can be transferred to the national Giro account (CCP) of the Registration and Domains Administration (Administration de l’Enregistrement et des Domaines): LU47 1111 0087 9262 0000, with the reference: “Office Fee for Establishment Permit [ENTER APPLICANT’S NAME].” In this case, proof of payment must be presented. The tax stamp can also be obtained from the One-stop shop information center.
- For non-residents and persons residing in Luxembourg for fewer than 10 years, a recent notarized certificate of non-bankruptcy.
- Articles of association (executed or draft) for a commercial company.
- An affidavit on the exercise of any management posts previously held in Luxembourg, for verification of non-bankruptcy.
- The applicant’s identity card (copy).
- The applicant’s police record or affidavit. Note: This applies to non-residents and persons residing in Luxembourg for less than 10 years. In practice, the Ministry of the Economy and Foreign Trade tends however to request the provision of a police record or affidavit to every applicant although not required as such.
The business permit application can be submitted before executing the notary deed because the Ministry of the Economy checks the draft articles of association—the company name, business purpose, and identity of directors and officers for compliance with the provisions of the applicable law. Generally, the business license/establishment permit application and notary deed processes start more or less at the same time and are pursued simultaneously. Although the company incorporation process requires a notary, the founder may directly register the company with different administrations and obtain identification numbers and the business license/establishment permit.
Since October 2011, business license requests can be handed in online at www.guichet.lu. The required documents are the same ones. They all need to be transformed into a PDF and attached to the online form. In order to be able to deposit the business license online, the applicant is required to have a LUXTRUST certificate in order to sign the application form electronically.
Time and cost: 15 days (simultaneous with procedure 3), EUR 24
Register at the one-stop shop
Agency: One-stop shop of the Luxembourg Business Register
The notary public must levy an initial payment for all applicable company incorporation fees and taxes, including registration costs. The notary must register:
- The articles of association with the tax administration (Administration de l’Enregistrement) at the Registry one-stop shop (Guichet.lu). Applications can be filed for both VAT and social security at the one-stop shop, which distributes the forms to the relevant administrations.
- The company with the Trade and Companies Registry, within 4 weeks of the incorporation of the company. The Trade and Companies Register arranges for the publication of the incorporation deed in the Official Gazette within 2 months of the company’s registration. Upon usually 24 hours within registration, the Luxemburg Business Register generates an administrative or official (register) number that accompanies the company during its corporate life (matricule). This number forms the basis for all other identification numbers to be issued by the administration for direct taxes (tax number), the administration for indirect taxes (VAT number), or the social security service (pay-as-you-earn number and employer number). The company’s registration with the Chamber of Commerce is done automatically.
- The beneficial ownership details with the Register of Beneficial Owners. The details required to be provided are: the names of beneficial owners; their nationality; their date and place of birth; their country of residence and business address; their national identification number (for individuals registered with the RNPP) and the nature and extent of their ownership holdings. These details must be submitted within one month of the date on which the entity became aware of the owner’s appointment. Within 3 business days, the applicant will receive a confirmation receipt for the successful filing with the Register.
Time and cost: 4 days (simultaneous with procedure 4), included in procedure 3