EU private company · holding structures
Luxembourg — Company formation
The SARL needs share capital of at least EUR 12,000, fully subscribed and paid up at incorporation, and is managed by one or more managers. The written offer must state notary and register fees, the capital-account process, domiciliation period and any accounting setup. Domiciliation and first-year accounting are not confirmed inclusions.
Overview
Société à responsabilité limitée (SARL)
The SARL needs share capital of at least EUR 12,000, fully subscribed and paid up at incorporation, and is managed by one or more managers. Entity choice is confirmed against the ownership and intended activity; capital contributions are separate from service fees.
Good fit for
- An EU private limited company formed by notarial deed, with capital paid up in full.
- A local operating company or subsidiary with a documented commercial purpose
Limitations to plan for
- The EUR 12,000 minimum is cash or contribution actually paid in, not a nominal figure.
- Share transfers need a notarised or private deed; transfers to outsiders need shareholder approval under the articles.
- A company does not by itself authorise a commercial or regulated activity; permits are separate.
- Management location, owner tax residence and operations abroad may create tax and reporting obligations outside the place of incorporation. No tax rate or exemption is assumed.
Banking
Banking application assistance is optional and separately quoted. Banks assess the owners, beneficial owners, activity, source of funds and local connection independently. Incorporation does not guarantee an account or remote identification.
Package and price
An independent licensed provider files the company; BDA coordinates. Final inclusions are confirmed in the written offer after KYC.
Luxembourg formation
From €14,670
SARL and SA differ in capital and governance; the form is chosen first and quoted for that form.
Usually part of formation
- Notarial deed of incorporation
- Capital paid in and evidenced by a bank certificate
- Registration with the RCS and the beneficial-owner register (RBE)
Optional, quoted separately
- Domiciliation agreement with a licensed domiciliation agent
- Tax and VAT registrations, as the activity requires
- Bookkeeping and accounting
- Bank-account application support (KYC and application, no guaranteed approval)
Every year
- Annual accounts filed with the RCS
- Corporate tax returns
- Domiciliation renewal
Keep the registered address, accounts and RBE data current. Annual accounts are approved by the shareholders and filed with the RCS; corporate tax and VAT returns follow the frequency set by the authorities. Exact deadlines and accounting scope are confirmed in the quote.
Steps and documents
How formation runs
- 01
Define the activity, shareholders and beneficial owners; complete the bank's and notary's identity checks.
- 02
Check whether the activity needs a business permit before trading, and arrange a real registered address in Luxembourg.
- 03
Open a blocked capital account, pay in the full capital and obtain the bank certificate.
- 04
Sign the deed of incorporation before a Luxembourg notary; the notary files it with the Trade and Companies Register (RCS).
- 05
Declare the beneficial owners to the RBE register and register with the tax and VAT authorities.
Documents and requirements
- Passport and proof of address for every owner, director and beneficial owner
- Short CV or business background
- Description of the activity, countries and expected flows
- Evidence of source of funds
- The EUR 12,000 minimum is cash or contribution actually paid in, not a nominal figure.
- Share transfers need a notarised or private deed; transfers to outsiders need shareholder approval under the articles.
- A company does not by itself authorise a commercial or regulated activity; permits are separate.
Separate scope · not included by default
Optional corporate services
Nominee director
An appointed director serves on the company's governing body and has real statutory and fiduciary responsibilities. This is not simply a name on a register: decision-making powers, signing authority and reporting duties must be agreed lawfully.
Availability and price on request
A SARL manager (gérant) runs the company and is personally liable for management faults and breaches of the law or articles. A local manager may help show real management, but acceptance, scope and fee are on request.
Nominee shareholder
A nominee shareholder holds registered legal title to shares for an identified beneficial owner under a lawful, documented arrangement. Voting, dividends, instructions and transfer rights must be defined; this is a different role from a director.
Availability and price on request
A registered shareholder holds the shares; the actual beneficial owner is still declared to the RBE. Any nominee holding needs a valid agreement and provider acceptance, both on request.
Beneficial-owner identification and bank/registered-agent KYC still apply. Nominee arrangements do not guarantee anonymity, an account, residence or a tax result. Availability, approvals and duties depend on local law and the provider's acceptance; some arrangements are unavailable or prohibited.
Banking application assistance
Business profile, ownership documents and application coordination. The bank makes its own decision; opening fees and ongoing bank charges are separate.
Registered office & company administration
Address, agent or secretary arrangements where required, corporate amendments and annual compliance coordination. The quote must state each service and period covered.
Incorporation is the easy part.
Most structures run into trouble later — at the bank, or with tax authorities. We plan for these from day one.
The bank says no
A company without a clear activity, substance or source-of-funds story is hard to bank. The account route is assessed before incorporation, not after.
Tax residence follows management
Where a company is managed and where its owners live can matter more than where it is registered. This is reviewed with qualified tax advisers.
Permanent establishment
Staff, offices or decision-making in another country can create a taxable presence there. The operating model is mapped early.
Automatic exchange of information
Under CRS and FATCA, account information is shared between many countries. Structures are designed to be transparent and compliant.
Questions
Which company type is used in Luxembourg?
Société à responsabilité limitée (SARL): The SARL needs share capital of at least EUR 12,000, fully subscribed and paid up at incorporation, and is managed by one or more managers. Entity choice is confirmed against the ownership and intended activity; capital contributions are separate from service fees.
Can a Luxembourg company open a bank account?
Banking application assistance is optional and separately quoted. Banks assess the owners, beneficial owners, activity, source of funds and local connection independently. Incorporation does not guarantee an account or remote identification. Banks decide independently. We prepare the application and explain likely options; no account is guaranteed.
Is the local tax rate my total tax?
No. Where the company is managed, where income arises, reporting rules and the owners’ own tax residence can create tax elsewhere. A qualified tax adviser reviews this before incorporation.
Is the starting price final?
No. It covers the simplest eligible case. Government fees, annual charges, VAT and third-party costs are confirmed in a written scope before payment.
Low or zero local tax is conditional
A local rate is not your total tax. Where the company is managed, where income arises, reporting rules and the owners’ own tax residence can create tax elsewhere. Your position is reviewed with a qualified tax adviser before incorporation.
Who files the company and how long does it take?
An independent local registered agent or corporate service provider, where required and suitably qualified. BDA coordinates. Timeline: Given after KYC review; depends on the registry and the provider.
Can ownership stay anonymous?
No. Beneficial owners are identified to providers and banks, and to registries where the law requires. Nominee services, where lawful, do not replace this disclosure.
Can a nominee replace beneficial-owner disclosure?
No. The director and shareholder roles are separate legal appointments. Beneficial owners must still be identified for applicable registry, agent and bank checks. Neither service is automatically available or included in formation.
Discuss a Luxembourg company
Tell us the activity, owners and where you live. We reply with a first view and the next step.