Register Branch office in Luxembourg
By registering a Branch in Luxembourg foreign company can start its business activities faster than if incorporating a local company. With this legal form, non-resident legal entities gain easy access to Luxembourgish market. Set up process is simple if the document preparation and submission is complete properly. Management of the Branch requires very few legal formalities. Also, the endowment capital of the Branch can be zero.
Branch registration procedure
Major steps to register Branch in Luxembourg are:
Stage 1: Business permit acquisition
Get permit from the General Directorate for SMEs and Entrepreneurship in Luxembourg. The business permit has a validity of 2 years.
Stage 2: Bank account opening
Bank account in Luxembourg is a demand, before running any business activity.
Stage 3: Tax purpose registration
It is mandatory to register for tax purpose since Luxembourg laws consider branch as a taxpayer.
Setup a branch office
Choosing the right legal form is a responsible task and requires a lot of knowledge and experience about each of the type of legal entity. Our team of experts has a lot of experience in this field and help with legal services on daily bases.
Branch office registration conditions
If the parent company is incorporated in Luxembourg: opening a branch simply requires notification from the Ministry of Economy. If the head office is registered in another country, the applicant must submit an application on behalf of the parent company for permission to start a business in Luxembourg.
It is possible to establish a Branch under these legal forms:
Simplified Limited Liability Company (SARL-S)
SARL-S’s minimum share capital is EUR 1.
Private Limited Liability company (SARL)
SARL minimum share capital is EUR 12,000.
Public Limited Liability company (SA)
SA’s minimum share capital is EUR 30,000.
Preferred business form for the Branch is SARL for international investors. Establishment of SARL is not complex, but it is quintessential to have support of a company formation agent in Luxembourg to handle all requirements in matters of documents and institutions.
Documents
Foreign companies registering Branch must file two copies of the application form. When filling the form, it is necessary to accompany it by a certificate of registration (extrait) intend for disclosure which should contain the following information:
- Branch address;
- Branch’s activities;
- The register where it is registered and the company’s registration number that register The name and form of the company;
- Name of the branch if it is dissimilar from that of the company;
- Termination of duties, the appointment and the names of the individuals who have the power to commit the company as regards third parties;
- The permanent representatives for the Branch activity with an indication of the scope of their powers.
It requires the following documents to translate for application form:
- Parent’s registration certificate;
- Your company’s Articles of Association;
- The names of the company’s directors and secretary.
The parent company of the branch must get a trading permit from the Ministère des Classes Moyens before the branch can begin trading.
Branch responsibilities
The parent company is entirely accountable for the liabilities of the Branch. The branches representatives may hold jointly and severally liable for tax debts. Branch must lodge the financial statements of the parent at the Companies Registry. The Branches obligations are the same as the parent, including filling VAT and corporation tax returns. Upon registration of a branch, evidence has to provide of the legal existence of the parent company. Any public act by the Branch is likely to require ratification by the board of the parent. The Luxembourg authorities can audit the accounts of the parent company anytime they request
After Branch registration
All order forms, stationery and similar documents used by your Branch are required to show:
- The place of registration of the parent;
- The number with which the Branch parent is registered;
- The country name in which the parent company is incorporated;
- The legal classification of the company;
- The address of its registered office
- The place of registration of the branch, and the registration number;
- The place of registration of the branch, and the registration number;
These particulars must be shown at the branch office:
- Company name;
- Country name in which the company is incorporated;
- The parent of the branch has limited liability.
Branch office solutions
The services of lawyers in the field of corporate law are necessary for every business, and if the registration of a legal entity in the country where the company was founded is an easy process, in which external lawyers are not required, then entering new markets, registering a company in a foreign jurisdiction, compliance with all new regulatory acts , the correct calculation of taxes and the use of legal methods of deduction from the tax base is within the power of only experts practicing in the field of private international law and international tax structuring.
Accountancy
Branch must register with the relevant Tax Authorities. The filing of VAT returns either monthly or annually depends on the turnover of the branch, and it requires filling tax returns annually. The parent company should keep all the accounts of the branch under the Law on commercial companies and the Luxembourg Commercial Code.
Bank account
It links all the financial activities of branches in Luxembourg to a corporate bank account. International entrepreneurs are not obliged to travel to Luxembourg for opening a bank account, since the procedure is the same for both residents and non-residents. Appointing one of our attorneys to take care of such aspects, especially if you think of opening a bank account for your future Branch in Luxembourg will give a perfect outcome.
Register Branch office
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