A PLC in Luxembourg has a number of benefits. It is particularly beneficial due to the limited liability of the shareholders. These shareholders are only liable up to the amount of their contribution to the company’s share capital. Thus, creditors cannot pursue personal assets of shareholders to pay business debts. Another advantage of a PLC is that anyone can invest and therefore, there are more options for funds. Additionally, the risk is more spread out as more people buy shares. This company also benefits from the ability to issue shares that are easily transferable, that is, bearer shares.

In order to form a Public Limited Company, the company’s articles of association must be recorded by a notary. After this, these articles of association must be published in the Official Bulletin (Memorial C) and lodged with Luxembourg Trade and Companies Register.

A PLC requires at least one individual or legal person for formation. This person is not required to be a citizen or a resident of the country.

The minimum capital of a PLC is 30,000 EUR. The minimum capital must be paid in full and can be either cash or non-cash or a combination of both. A minimum of 25% of the nominal value of each share is required to be paid upon formation of the PLC..

In a PLC, there are two types of shares: bearer shares and registered shares. These shares can include voting rights or not. For those with registered shares, the names are kept in a share register.

Management of a PLC is undertaken by a board of directors or can be delegated to particular members of the board.

In a PLC, the board of directors must consist of at least one person for a company with one shareholder and at least three persons otherwise. The board members are not required to be shareholders or to be citizens or residents of the country. A new board is appointed every six years with possibility of reelection. This election is done at a general meeting. If its business activities include commercial activities at least one of the directors or shareholders has to fill the requirements in order to obtain business permit.

The supervision of a PLC is done by one or more commissaires. These people do not necessarily have to be shareholders but they can be.

An independent auditor is required to inspect the company’s books if an LLC exceeds two of the following:

    a balance sheet sum is more than 3,125 million EUR
  • a net turnover of 6,25 million EUR
  • 50 full-time employees (average of the year)

If 50% of the company’s share capital is lost, the board meets within 2 months to discuss a possible liquidation. If 75% is lost, the company is liquidated if 25% of the votes in the general meeting vote in favour of it.

An LLC is liable to corporate taxation (IRC) at the rate of 16.05% per year for profit up to 15,000 EUR (profit = income – expenses) and 19.26% for profit exceeding 15,000 EUR. This tax includes contribution to the employment fund at the rate of 7%. The municipal business tax (ICC) will be due for commercial activities at the rate of 6.75% per year for profit exceeding 17,500 EUR. The dividends will be liable to withholding taxation at the rate of 15% per year (this rate can be reduced depending on the Double Taxation Agreements that Luxembourg has with your country).

 

SARL

SECA

SA

SE

Conditions

Minimum EUR 12,000 fully subscribed and paid up

Minimum EUR 30,000 fully subscribed with ¼ paid up on formation

Minimum EUR 120,000 fully subscribed with ¼ paid up on formation

Contributions

Contributions in cash or in kind (valuation by a statutory auditor, except for SARLs)

Contributions in industry (services or expertise) are not generally considered to form the part of the share capital, but they can be recorded in the statutes and benefit from remuneration in the case of an SA or an SARL

Company shares

Registered company shares that can be transferred under strict conditions

Freely transferable registered or bearer shares/bonds or dematerialised securities

Constitutional document

Notarial deed published in full

Notarial deed published in full in the electronic compendium of companies and associations (Recueil électronique des sociétés et associations - RESA) and in the Official Journal of the European Union

Legal personality

Each capital company has a legal personality which is distinct from that of its partners
As a legal person, it has rights and obligations under commercial, accounting and fiscal law

Assets

A capital company holds its own assets

Decision-making bodies

General meeting + business manager or management board

General meeting

General meeting and board of directors meeting or general meeting, management board and supervisory board

Monitoring and legal auditing of accounts

Internal auditor (commissaire aux comptes) or statutory auditor (réviseur d’entreprises) for SARLs with more than 60 partners

Obligation to audit the company by a statutory auditor depends on size criteria

Internal auditor or approved statutory auditor

Obligation to audit the company by a statutory auditor depends on size criteria

Accounting and financial information

Annual accounts lodged with the Trade and Companies Register (Registre de Commerce et des Sociétés - RCS)

Number of partners

between 1 and 100

at least (one limited partner and one general partner)

at least 1

Financial liability

Liability limited to the amount of contributions

Limited liability for the limited partner but unlimited liability for the general partner

Liability limited to the amount of contributions

ULTIMATE

  • Statutes and bylaws drafting
  • Notary fees
  • Power of attorney
  • Application for VAT
  • Capital bank account
  • Tax advise
  • Business permit

PREMIUM

  • Drafting of statutes and bylaws
  • Notary fees
  • Power of attorney
  • Application for VAT
  • Capital bank account
  • Tax advise
  • Business permit

BASIC

  • Statutes and bylaws drafting
  • Notary fees
  • Power of attorney
  • Application for VAT
  • Capital bank account
  • Tax advise
  • Business permit