Forming a Luxembourg Company
- Incorporation time: 19 days
- Shelf companies: Yes
- Accounting: Yes
- Secretary: Yes
- Nominee Shareholder: Yes
- Nominee director: Yes
History of LuxembourgLuxembourg, or the Grand Duchy of Luxembourg, is a small country (2,586 km2) located between France, Germany and Belgium. Luxembourg has a varied culture, with three official languages: French, German and Luxembourgish. Luxembourg is one of the founders of the European Union and is well-known for its diverse economy, as well as for its GDP per capita, the highest in the world.
Luxembourg as an Onshore Financial Services CentreLuxembourg enjoys an excellent reputation internationally, but it should be noted that its taxation is not lower than other European countries. However, its tax system is very generous for a certain type of onshore company: a holding company.Indeed, Luxembourg holding companies are exempt from tax, as are the dividends paid to them. These companies are known in Luxembourg as SOPARFI and there are 12,000 of them. It is, however, possible to create a limited liability company, a limited company, a venture capital investment company, a branch or a representative office. Luxembourg also provides its companies with a high level of confidentiality and high-quality banking secrecy.
Luxembourg SummaryLuxembourg is a unique jurisdiction because each solution must be individually tailored to the client’s needs. In Luxembourg the domiciliary agent as well as the directors and managers are responsible for the actions of the company and because of this Luxembourg is most suitable for sizeable projects where the founders wish to have a presence on site. This jurisdiction is mainly used by holding companies and investment funds rather than for trading companies.
The different types of companiesTo create a company in Luxembourg, it is necessary to complete 6 procedures and wait 19 days.
|Legal Entity||Capital||Number of Shareholders, Members or Partners|
|Limited liability company (SARL)||EUR 12,394 minimum||Minimum of two shareholders, maximum of 40. Limited liability.|
|Public limited company (SA)||EUR 30,986 minimum||At least one shareholder. Limited liability.|
|General partnership (SNC)||Not Applicable||Minimum 2 partners. Unlimited, joint and several liability|
|Limited partnership (SC)||Not Applicable||Minimum of two partners (general or limited). General partner must assume unlimited liability but all limited partners enjoy limited liability.|
|Cooperative (SCOP)||No minimum capital||Minimum seven partners, unlimited liability.|
Role of Company Directors in LuxembourgCompany directors must be Luxembourg residents or nationals. A director is wholly liable for the company’s actions. It is possible to appoint a nominee director but he must be involved in and fully understand the company’s activity.
Luxembourg Tax RatesTaxation of Luxembourg companies is calculated on several criteria which vary according to the regions. The basic rate is 20% for companies with an income below EUR 15,000. Companies with a higher income level are taxed a basic rate of 21%. In addition to the basic rate tax, there is a contribution for employment of 7% and a municipal tax ranging from 6 to 12%. The total rates payable are shown below:
|The company’s income||Taxation (base rate + contribution + municipal tax)|
|Less than EUR 15 000||33-39%|
|Higher than EUR 15 000||34-40%|
Capital gains are taxed in the same way as corporate tax.
Tax deductions may be made in respect of payments made to subsidiaries, certain fees and depreciation.
The Government has introduced measures to promote entrepreneurship and grants are provided to SMEs in the hotel and catering industry. Furthermore, recently formed companies pay 25% less local authority income tax and commercial tax for their first eight years.VAT is charged at 15% and lower rates exist for the following specific sectors:
- 6% on bikes and household services.
- 3% for pharmaceuticals, newspapers, food, books and admission fees for cultural and sports activities as well as for the hotel and catering industry.
- 0% on exports and financial, real estate and medical services.
|Personal income (EUR)||Tax rate|
|0 to 11,265||0%|
|11,266 to 13,173||8%|
|13,174 to 15,081||10%|
|15,082 to 16,989||12%|
|16,990 to 18,897||14%|
|18,898 to 20,805||16%|
|20,806 to 22,713||18%|
|22,714 to 24,612||20%|
|24,622 to 26,529||22%|
|26,530 to 28,437||24%|
|28,438 to 30,345||26%|
|30,346 to 32,253||28%|
|32,254 to 34,161||30%|
|34,254 to 36,069||32%|
|36,070 to 37,977||34%|
|37,978 to 39,885||36%|
|39,885 to 41,793||38%|
|41,794 and above||49%|
Life insurance premiums, pensions and maintenance payments, annuities, daycare expenses, donations and interest on personal loans can generally be deducted for tax purposes.Link: Société Nationale de Crédit à l’Investissement
Accounting Requirements In LuxembourgLuxembourg’s tax year runs from 1 January to 31 December, and company accounting is regulated by European Union standards. The country has three general principles for its accounting: clarity and compliance, honesty and continuity.
Financial statements must include a balance sheet, a profit and loss account and an appendix. Accounts may be prepared in one of the three official languages of Luxembourg (Luxembourgish, French, or German).
Small companies may file less onerous accounts, unlike larger entities which must also publish a proposal for the allocation of profits, the identity of directors and auditors and a management and supervision report.Finally, medium and large businesses must undertake an annual audit of their accounts, whereas small companies’ accounts may be reviewed by a Public Accountant.
Detailed Review of Luxembourg’s EconomyLuxembourg’s economy is dominated by the financial sector (approximately 50% of GDP) and by tax benefits that attract foreign investors. But this strength can also be a weakness, and the 2008 global financial crisis has not spared the country, which was plunged into recession. Nevertheless, due to strong domestic demand and public investment, Luxembourg has been able to manage a quiet return to growth, estimated at 3% for 2014.
The country relies on its highly developed tertiary sector (83% of GDP) and on the finance and real estate sectors. The country is the world’s 2nd largest investment fund destination. The industrial sector accounts for 16% of GDP and focuses primarily on the production of iron and steel, as well as chemicals, plastics and engineering. Finally, the primary sector, agriculture, is insignificant with less than 1% of GDP. The agricultural sector focuses on wine, cereals and potatoes.
Due to its geographical location, Luxembourg trades almost exclusively with its European neighbours including the export of industrial products. For some time, the Government has been trying to diversify its exports by creating business partnerships with Asian countries.Luxembourg’s Economic Strengths
- Very easy to invest in the country.
- Very open economy.
- Tax advantages and incentives.
- Luxembourg is one of the largest financial centres in the EU.
- Free movement of foreign capital.
- Well-developed financial services infrastructure.
- Skilled workforce.
- High cost of living.
- Demanding consumers.
Trade and Market Intelligence
Luxembourg is a member of the European Union, the World Trade Organization and the Organization for Economic Cooperation and Development. The country’s import rules and customs standards are therefore those of the European Union, which promotes free international trade but maintain a level of control. Thus, quality and transparency restrictions and requirements are applied to agricultural products from outside of the European Union: the presence of Genetically Modified Organisms (GMOs) must be indicated on the packaging and hormone-fed beef, for example, is forbidden. Tariffs are not applied between EU member states, and are relatively low for non-members (4.2% on average).
The country has concluded trade agreements with various countries including the Mediterranean agreements, the ACP Agreements (which remove most customs duties for developing countries in Africa, the Caribbean and the Pacific) and the Generalised System of Preferences. The importation of goods into the European Union requires an Entry Summary Declaration for the Import Control System aimed at encouraging more trade in goods, which is promoted by the World Customs Organisation.
Retail in Luxembourg has a small market, but the country has one of the highest levels of purchasing power in the world. Consumer spending is high, up to 70% more than in Belgium or the Netherlands. Currently, the retail sector is occupied by three key players: Cactus, Louis Delhaize and Auchan. Since it has no coastline, the country must rely on an extensive and very well maintained road network to transport goods and transport by train is on the increase. In addition to road transport Luxembourg also operates domestic airports.
Luxembourg’s industry is dominated by the production of plastic and chemical products. Steel production and the production of mineral products are also primary industrial sectors.Links: Luxembourg customs Confédération Luxembourgeoise du Commerce Ministry of Transport Chamber of Commerce of Luxembourg Union des Entreprises Luxembourgeoises Fédération des Industriels Luxembourgeois
Employment Legislation in Luxembourg
In Luxembourg, the working day may not exceed ten hours and the working week is limited to 40 hours.
Although permanent contracts are most common, fixed-term contracts are also possible; however, the latter are highly regulated by law. The retirement age is 65 and the minimum wage is calculated according to the employee’s age and qualifications, but the minimum level is 1,610 EUR.
Social insurance contributions paid by the employer vary between 12.61% and 14.86% and between 11.80% and 14.05% are contributed by the employee.
The two main trade unions in Luxembourg are the LCGB and the OGBL and 50% of the employees are members.
Intellectual Property Regime in Luxembourg
|Type of rights||Legislation||Validity of protection||Agreements signed|
|Patents||Act of April 18, 2004||20 years||-Patent Cooperation Treaty -Strasbourg Agreement|
|Brands||Benelux Law on trademarks of December 2, 1992||10 years, renewable for 10 years with no limit||– Nice Agreement on the International Classification of Goods and Services – Madrid Agreement Concerning the International Registration of Marks|
|Designs||Benelux Law on designs or models of 1973 and Community Regulation 6/2002 of 2001||5 years, renewable for up to 25 years|
|Reproduction rights||Act of April 18, 2004||70 years after the author’s death||– Berne Convention for the Protection of Literary and Artistic Works – Rome Convention for the Protection of Performers – WIPO Performances and Phonograms Treaty – WIPO Copyright Treaty – Convention for the Protection of Producers of Phonograms|
Luxembourg Political DataLuxembourg is a constitutional monarchy headed by the Grand Duke (Henri de Luxembourg), whose power is handed down on a hereditary basis. But the Executive power of the country is actually exercised by the Prime Minister (Xavier Bettel), elected as leader of the majority party.
Legislative power is held by the Chamber of Deputies (60 members elected by general election for five years). It exercises its duties alongside the Council of State and the Government.
There are four major parties in Luxembourg:
- The Christian Democrat Party
- The Socialist Party
- The Democratic Party
- The Alternative Green Party