Company formation in Luxembourg

Important: a non-resident's right to own the company does not automatically grant a right to live, work or manage it from that country. Immigration, work permits, substance, effective management and tax residence are assessed separately.

• —Substantive operating companies with a Luxembourg establishment and an eligible business-permit holder.
• —Holding/investment projects following qualified legal, tax, regulatory and substance review.
• —A founder-led SARL-S only where natural-person, capital and business-permit restrictions are fully met.

• —Société à responsabilité limitée (SARL), the standard private limited company with €12,000 capital, fully subscribed and paid.
• —SARL simplifiée (SARL-S), with €1–€12,000 capital, natural-person shareholders/managers only and mandatory business-permit eligibility.
• —Société anonyme (SA), a joint-stock form with €30,000 capital and enhanced governance.
• —SAS and société en commandite par actions (SCA) for specialist governance/investment structures.
• —SNC, SCS and a Luxembourg branch of a foreign company.

• —SARL/SA/SAS/SCA generally require a Luxembourg notarial deed and registration/publication through RCS/RESA.
• —A registered/head office in Luxembourg and a capital-blocking/release process for capital forms.
• —There is no generic resident-manager rule in company law, but most commercial/craft/liberal activities require a business permit.
• —The permit holder must effectively and permanently manage the business, have the required professional standing and maintain a fixed physical establishment.
• —Non-EU personal work/residence and regulated financial/investment activity require separate authorisation.

• —A passport or other acceptable ID for every founder, director, signatory and ultimate beneficial owner (UBO).
• —Current proof of residential address and tax residence for every person subject to verification.
• —A transparent ownership chart through to natural persons; a corporate participant also provides an extract, constitutional documents, good standing and an investment resolution.
• —A description of the activity, markets, counterparties, expected turnover, source of funds and source of wealth, supported by evidence.
• —Notarial deed/articles instructions, name, office, capital, managers, shareholders and signing rules.
• —A blocked-capital certificate and subsequent release documents from an accepted institution.
• —A business-permit file covering qualifications, professional standing, effective manager, establishment and activity evidence.
• —A notarial POA, apostilled corporate documents and French/German translations as required.

1. 01Conduct an individual feasibility review of the form, permit, activity, manager, establishment, capital, tax and regulatory status.
2. 02Agree the notary, office/substance, permit file, articles, capital bank and POA/identity route.
3. 03Complete capital blocking and execute the notarial deed; the notary files with RCS/RESA and RBE is arranged.
4. 04Complete permit/tax/VAT/accounting activation and a separate operating-bank KYB process before trading.

• —Luxembourg companies may face corporate income tax, municipal business tax and net wealth tax; combined treatment depends on municipality, assets and period.
• —VAT, payroll/social security and withholding depend on activities, staff, financing and distributions.
• —Holding, financing, IP and treaty positions require substance, anti-abuse and transfer-pricing analysis; no tax outcome is assumed.

General overview, not personal tax or legal advice. Rules are rechecked before filing.

• —A blocked capital account is often required before the deed and may itself be a material non-resident KYC gate.
• —Capital-account acceptance does not guarantee an operating account; the bank separately assesses permit, substance, UBO and transactions.

• —Annual accounts and applicable audit/filing through RCS/RESA under the entity-size rules.
• —Corporate/municipal/net-wealth tax, VAT/payroll filings and accounting records.
• —Maintenance of the business permit, fixed establishment, managers and current RBE/registry information.

• —A mailbox office or nominal permit holder does not satisfy the genuine fixed-establishment/effective-management requirement.
• —A blocked capital or notarial deed without permit feasibility can leave a registered entity unable to conduct intended business.
• —Incorporation does not disapply UBO disclosure, AML/KYC or sanctions screening by the registrar, notary, provider, tax authority or financial institution.
• —The place of incorporation does not automatically determine tax residence: effective management, permanent establishment, CFC rules and the owners' personal residence require separate analysis.
• —Registration does not grant a licence, residence or work rights and does not guarantee a bank or EMI account.

• —Individual feasibility coordination across the Luxembourg notary, permit adviser, real establishment, capital bank, RCS/RBE and accountant.
• —Comparison of entity forms, ownership structure, governance, tax links and substance requirements before filing.
• —Coordination of the address, notary, lawyer or authorised representative, translations, apostille and the corporate pack.
• —Preparation of a verifiable KYB data room and responses to legitimate compliance requests without promising a bypass, approval or timing.
• —Accountant hand-off and creation of an accounts, tax, VAT, payroll, UBO, licence and registry compliance calendar.

The exact Basic scope and all exclusions are listed in the pricing section above. Non-standard structures and external costs are agreed before payment.

Requirements checked on August 9, 2026. Before filing, we recheck rules, forms, fees and restrictions with the registration authority.