Luxembourg

Starting a Business in

Luxembourg

Below is a detailed summary of the bureaucratic and legal hurdles faced by entrepreneurs wishing to incorporate and register a new firm in Luxembourg. 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.

This information 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 185 economies. The most recent round of data collection was completed in June 2012.

Compare Luxembourg to 184 other economies.

  • Standardized Company

  • Legal Form: Socièté a Responsabilité Limitée (SARL)
  • Paid in Minimum Capital Requirement: EUR 12,395
  • City: Luxembourg
No. Procedure Time to Complete Associated Costs
1 Deposit the minimum capital requirement

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 bank 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).
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 Register. An electronic certificate in a PDF form certifying that the company's name is available within 24 hours from the Trade and Companies Register.
1 day 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 Luxembourg notary public. The Luxembourg notary 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 Espace Entreprises information center can help incorporators 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; Sundries EUR 50. The notary must provide a detailed account/invoice once the company is incorporated.
2 days EUR 1,000+ EUR 75 fixed registration fee
* 4 Apply for business license

Commercial activities require a business licence/establishment permit. This licence/permit is issued by the Ministry of the Economy and Foreign Trade 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).

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 Espace Entreprises information center.
• For non-residents and persons residing in Luxembourg for fewer than 10 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 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 and Foreign Trade 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 licence/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 licence 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 licence online, the applicant is required to have a LUXTRUST certificate in order to sign the application form electronically. For non-residents that do not posess a LUXTRUST Certificate, the documents can also be sent to the Espace Entreprises of the Chamber of Commerce who will then deposit the file for the applicant. This enables people from everywhere all over the world to apply for a business licence without having to travel to Luxembourg. In the future, international signing certificates will be accepted by the online service.
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. The notary must register (a) the articles of association with the tax administration (Administration de l’Enregistrement) at the Registry one-stop shop; and (b) the company with the Trade and Companies Register, 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 of the registration, the Trade and Companies 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). Applications can be filed for both VAT and social security at the one-stop, which distributes the forms to the relevant administrations. The company's registration with the Chamber of Commerce is done automatically.
4 days, (simultaneous with procedure 4) included in procedure 3
6 Unblock the authorized capital

Once the company is incorporated, the notary public immediately issues a release certificate (certificat de déblocage), indicating that the company has come into existence. This certificate will be sent to the bank, together with a copy of the incorporation deed, for the release of the funds corresponding to the share capital.
1 day no charge
* Takes place simultaneously with another procedure.

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