Open a Public Limited Company (Société Anonyme – SA) in Luxembourg

The formalities for opening a Luxembourg public limited company (Société Anonyme – SA) can be explained to you by one of our specialists with experience in setting up companies in Luxembourg. We invite you to read how we can help you set up a public limited company in Luxembourg.

What are the steps to set up a joint stock company in Luxembourg?

The following:

1. reserve the trading name;
2. draft the Articles of Association and gather information about the shareholder(s) and director(s) and file them with the Trade Register;
3. opening the bank account;
4. registering for taxation.

What are the documents required to open an SA in Luxembourg?

Luxembourg SA requires the formation of the Articles of Association, with information about those involved in its establishment, company name and purpose, the registered office, the initial paid capital, duration of the company (limited or unlimited), etc.

What are the main traits of a Luxembourg joint stock corporation?

The following:

• it is a standalone company, meaning it has its own legal status;
• the liability of the shareholders is limited to their contributions to the capital of the entity;
• it can have both individuals and corporations as shareholders.

The joint stock company can be used for most types of operations carried out in Luxembourg.

Is full foreign ownership available in a Luxembourg joint stock company?

Yes, just like in other types of companies in Luxembourg.

NOTE: We can assist with obtaining identification numbers for foreign investors for the price of EUR 150.

Are there any special requirements to meet if I am a foreigner and want to open an SA in Luxembourg?

Visa and/or residence requirements apply to non-EU/EEA shareholders who want to move to Luxembourg and run their companies.

Is joint stock company remote registration available in Luxembourg?

Definitely! Through our local specialists who can represent you during the incorporation procedure.

What is the minimum number of shareholders of a joint stock company in Luxembourg?

One.

What are the management requirements when opening a joint stock company in Luxembourg?

Here are the main aspects to consider:

• if the company has one shareholder, it can have one director;
• if the company has more shareholders, it must have a Board of Directors with a minimum of 3 members who can be natural or legal persons.

NOTE: The shareholders must also appoint an external auditor.

What is the minimum capital to register a joint stock company in Luxembourg?

The minimum share capital is EUR 30,000. It can be deposited in cash or kind.

What other requirements are there to open a Luxembourg joint stock corporation?

It is mandatory to have a legal address in Luxembourg. For this purpose, we offer virtual office services for the price of EUR 2,500 per year.

What is the difference between a joint stock and a private limited liability company in Luxembourg?

The joint stock corporation can trade its shares on the Stock Exchange, unlike the private company, which must complete additional steps to be converted into a public one.

How long does it take to register an SA in Luxembourg?

It can take up 6 weeks to register an SA in Luxembourg.

How is the SA taxed in Luxembourg?

The SA must pay the corporate tax at the following rates:

• a 14% rate on income of up to EUR 175,000;
• a 16% rate on income exceeding EUR 200,000 (a relief is offered for the intermediate amount);
• a 7% solidarity surcharge on the corporate income tax, plus municipal business tax (6.75% in Luxembourg City), i.e. 23.87% combined in Luxembourg City.

From an accounting point of view, once you open a public limited company in Luxembourg, you must have statutory auditors for the legal audit of financial statements, mainly after 2 consecutive financial years, if it exceeds 2 out of the following conditions:

1. EUR 7.5 million as the total balance sheet,
2. EUR 15 million as net turnover,
3. 50 full-time employees in the firm.

If you want more information about how to open a public limited company in Luxembourg? Contact us online or by phone to learn more about this topic.