Luxembourg

Starting a Business in

Luxembourg

Listed below is a detailed summary of the bureaucratic and legal hurdles an entrepreneur must overcome in order to incorporate and register a new firm, along with their associated time and set-up costs.  It examines the procedures, time and cost involved in launching a commercial or industrial firm with up to 50 employees and start-up capital of 10 times the economy's per-capita gross national income (GNI).

The information appearing on this page was collected as part of the Doing Business project, which measures and compares regulations relevant to the life cycle of a small- to medium-sized domestic business in 183 economies. The most recent round of data collection for the project was completed in June 2011.

  • Standardized Company

  • Legal Form: Société a Responsabilité Limitée (SARL)
  • City: Luxembourg

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No. Procedure Time to Complete Associated Costs
1 Deposit the minimum capital requirement

The promoters must open an escrow account in the name of the company in formation before formalizing the company statutes and must transfer statutory capital to this account before signature of the notarial deed. For notarial purposes, the bank will remit an escrow certificate (certificate de blocage). The bank account is automatically unblocked on delivery of a certified copy of the notarial deed of incorporation.
1 day no charge
2 Verify uniqueness of company name and reserve name

Shareholders are free to choose the company's name but must ensure that it is unique. Uniqueness can be verified with the Trade and Companies Register. The Register rejects the registration of a company if the name already exists. However, company names cannot be reserved with the Trade and Companies Register. The company name may include the name of the shareholders or may assume a corporate name. In practice, the notary public checks and reserves the proposed company name with the Commercial Registry. Due to reform at the registry, its possible to obtain an electronic certificate in a PDF form certifying that the company's name is available within 24 hours.
1-2 days EUR 4.75 to EUR 9.75
3 Notary drafts and notarizes the company deed

A private limited liability company must be incorporated before a notary public. The notary draws up a deed based on model articles of incorporation found on the Internet. (The national Chamber of Commerce’s Espace Enterprises information center can help incorporators complete model documents.) The notary is held by law to pay all the costs relating to the incorporation and registration of the company: Notary costs EUR 450 (fee EUR 150 + sundry expenses EUR 200 + certified copies EUR 100); Company Register EUR 250; Publication in Official Gazette EUR 250; Sundries EUR 50. The company founders have to provide the notary with advance payment of the estimated costs, i.e. EUR 1000. The notary must provide a detailed account after the newly created corporation is announced.
2 days EUR 1000+ EUR 75 fixed registration fee
* 4 Apply for business license

Commercial activities require an establishment permit. This permit is issued by the Ministry of Middle Classes upon request and on proof of knowledge of business management.
All commercial (i.e. trade and services not linked to professions) and industrial activities, skilled (craft) trade and some regulated (liberal) professions require a business licence (autorisation d'établissement / establishment permit). The licence is issued by a ministry on application, most generally by the Ministry of Middle Classes.
To apply for a business license, promoters must submit the following documents:
- Application form (completed and signed) for an establishment permit.
- Tax stamp for 24 EUR. 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 Espace Entreprises information center.
- For nonresidents and persons residing in Luxembourg for fewer than 5 years, a recent notarized certificate of nonbankruptcy.
- Articles of association (executed or draft) for a commercial company.
- School certificates or professional diplomas (certified by the institution) required for the intended activity. Otherwise, proof of relevant professional experience such as an EU certificate or certificate of registration with a social security authority.
- An affidavit on the exercise of any management posts previously held in Luxembourg, for verification of nonbankruptcy.
- The applicant’s identity card (copy).
- The applicant’s police record or affidavit. Note: This applies to nonresidents and persons residing in Luxembourg for less than 5 years.

The business permit application can be submitted before executing the notary deed because the Ministry of the Middle Classes checks the draft articles of association—the company name, business purpose, and identity of directors and officers for compliance with the provisions of the Law of Establishment. Generally, the business 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.
15 days, (simultaneous with procedure 3) EUR 24
* 5 Register at the one-stop shop

The notary public must levy an initial payment for all applicable company incorporation fees and taxes, including registration costs. Within 4 weeks, the notary must register (a) the statutes with the tax administration (Administration de l’Enregistrement) at the Registry one-stop shop; and (b) the company with the Commercial Registry, within 4 weeks of company incorporation. The Commercial Register arranges for publication in the Official Gazette, according to the Companies Act, within 2 months of company registration.

Upon 24 hours of registration, the Commercial Registry 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). Applications can be filed for both VAT and social security at the one-stop, which distributes the forms to the relevant administrations. Company registration with the Chamber of Commerce is done automatically.
4 days, (simultaneous with procedure 4) included in Procedure 3
6 Unblock the authorized capital

On incorporating the company, the notary public immediately issues a release certificate (certificate de déblocage), indicating that the company has come into existence and listing the corporate officers' identities. This certificate will be sent to the bank for the release of the capital.
9 no charge
* Takes place simultaneously with another procedure.