There are a number of advantages to forming a European Company, particularly one with its registered office and central place of management in Luxembourg. Firstly, this type of company eliminates a number of legal and administrative barriers related to conducting business on a regional level. It allows cross-border interaction with a large pool of partners. Additionally, a business operating in multiple countries can now be subject to one set of protocols and rules instead of altering each office for the national regulations of that location. A European Company in Luxembourg is subject to the same taxation as a PLC. This is advantageous since a PLC in Luxembourg offers flexibility in taxation compared to other legal forms. Also, Luxembourg double taxation agreements with other countries can reduce the amount of taxes a European company is required to pay as compared to if it were based in another country.

This is a type of a public limited company with branch offices in a least 3 European Union member states. In order for a company to be considered a European Company, the central management office must be located within the European Union. The company will need to be registered with the Commercial Register of the base country. This type of company operates independently on domestic laws. If the registered office is in Luxembourg, 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.

Shareholders can be one or more legal persons. Individuals are not allowed to be shareholders in a European Company.

The minimum share capital for a European Company is 120,000 EUR.

At the time of registration of the company, the minimum capital is divided into registered shares of the same value.

There are two types of management structures common to European Companies. These are: monistic, where a board of directors manages the company, and dualistic, where a management board manages the company and a supervisory board supervises the management. A meeting is required every three months in order at minimum to discuss business operations.

There may or may not be a board of directors, based on the management structure of the particular European Company. If there is a board of directors, in addition to management responsibilities they represent the company in all third-party dealings.

A European Company will be subjected to the supervision protocol of the country in which its registered office is located. Annual reports are expected.

A European Company will be subjected to the audit protocol of the country in which its registered office is located.

A European Company may be forced into liquidation if it is registered in one country but actually operates its headquarters in another one. The liquidation proceedings are governed by the law of the country where the registered office is located.

A European Company will be subjected to the taxation laws of the country where its registered office is located. It is also required to oblige it with taxations for the other countries where the company has permanent establishments. In Luxembourg, a European Company is treated with the same taxation obligations as a Public Limited Company.

 

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 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 2 (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

  • Statutes and bylaws drafting
  • 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