Public Limited Company in Luxembourg
Public limited company (société anonyme – SA) is one of the most common types of company in Luxembourg.
The Public limited company gives many advantages for investors. Shareholders have better access to capital – raising share capital from existing and new investors. Shareholders are able to buy and sell their shares and the value of the firm is shown by the market capitalization which is based on the share price. SA also gives the opportunity to more easily make acquisitions by offering shares to the shareholders of the targeted firm and gives a company more prestigious profile.
The SA is often the legal form of company chosen by large businesses, but it can also be used, as the shares in this type of company can be bearer shares and are therefore more easily transferable.
Public Limited Company incorporation procedure
Here is Public Limited Company incorporation procedure divided into 7 stages:
Stage 1: Identify shareholders and directors
For registering a Public Limited Company, a minimum of 1 shareholder and 3 directors are required. Shareholders can be individuals or companies, but only individuals can become directors of the SA.
Shareholders are the persons holding shares in a company and directors of company are responsible for the management of the company affairs and legal compliance under various laws.
Stage 2: Identify the location and share capital of the company
It is important to have a proper address for the registered office of the company. A public limited company should have share capital at least 30,000 Euro.
Stage 3: Company Name Application
Before proceeding with the incorporation process, company name application has to be filed for getting approval from the RCS.
Stage 4: Execution of company registration documents
After the company name is approved, the company incorporation documents have to be executed by the promoters in the prescribed format.
Stage 5: Submission of company registration documents to the RCS
Prepared company registration documents have to be submitted to the RCS for registration of the company. Usually in couple of days company is registered.
Stage 6: Company registration and certificate of incorporation
The RCS will register the company after due verification of submitted documents and will issue the Certificate of Incorporation.
Stage 7: Filing Commencement of Business Declaration
A public limited company cannot start its business immediately unless declaration is filed by directors stating that all subscribers paid subscription money in such manner.
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Public Limited Company management
The day-to-day administration of the Public Limited Company, as well the representation of the company in managerial matters, can be delegated to one or more directors, senior managers, managers or other representatives who can or cannot be partners–acting alone or jointly.
The procedures for appointing them are laid out in the Public Limited Company’s articles of association.
Public Limited Company can be registered by one of the following management structures:
Monistic: a board of directors that manages the SA company;
Dualistic: a management board that manages the SA company and a supervisory board that supervises the management.
The choice has to be specified in the Public Limite Company’s articles of association.
Shareholders
There must be at least one shareholder upon incorporation. There are no residency requirements for shareholders of the Public Limited Company.
Shareholders' meeting
The shareholders’ meeting has all needed powers to establish the SA’s acts. Shareholders decides on capital increases and transactions involving the capital.
The ordinary and extraordinary general meetings are assembled by the board of directors, the management board or the auditors.
If how general meetings shareholders convene is not determined in the articles of association, they must follow the procedure stipulated by law. This procedure is:
- Depending on the case, the board of directors, management board or supervisory board opens the meeting. The auditors may convene the general meeting.
- Notices of meeting must comprise the agenda and are issued through statements filed with the RCS and published at least 15 days before the meeting in the electronic compendium of companies and associations and in a newspaper published in Luxembourg.
- Notices of meeting have to be sent to the shareholders at least 8 days before the meeting by post or another method confirmed by the recipients.
Board of directors
The board of directors is responsible for managing the company. However, this has no impact on the possibility to delegate responsibility, decisions concerning general policy cannot be assigned to others. The members of the board of directors are nominated by the general meeting of shareholders. The board includes at least three directors, unless the SA company has only one shareholder, in which case it requires only one director. When a legal person is selected director, the legal person must appoint a permanent representative who is liable to carry out its mandate. The term of office for directors is limited to six years, with the opportunity of re-election and early dismissal by the general meeting. The board of directors can decide to set committees and is free to determine the make-up and responsibilities of those committees. Directors can be natural or legal persons.
The supervisory board
The supervisory board monitors the management board’s work, but has no powers to interfere in the management. It approves the arrangements laid down in the articles of association. It presents to the general meeting. General meeting of shareholders appoints the members of the supervisory board. The supervisory board involves at least 3 members unless the company has only 1 shareholder, in which case it requires only one member. Representatives of the supervisory board may be natural or legal persons. When a legal person is chosen as a member of the supervisory board, the legal person has to appoint a permanent representative who carries out the mandate on behalf of the legal person. The term of office for members of the supervisory board is limited to 6 years, with the possibility of re-appointment or dismissal by the general meeting. A member of the supervisory board can’t be a senior manager.
The board management
The management board manages the company, and it has the powers to act in furtherance of the corporate purpose, except for those reserved to the supervisory board or the general meeting, by law or the articles of association. The members of the management board are assigned by the general meeting of shareholders or by the supervisory board. The number of senior managers is set by the Public Limited Company’s articles of association or by the supervisory board. SA’s with share capital less than EUR 500,000 or SA’s that have only one shareholder have the option of having only one senior manager. The senior manager can be a natural person or a legal person. When a legal person is selected as a member of the management board, the legal person has to appoint a permanent representative responsible for enacting the mandate on behalf of the legal person. A member of the management board cannot be a member of the supervisory board. The representatives of the management board can be recalled by the supervisory board or, if stipulated by the articles of association, by the general meeting. The term of office for members of the management board is set to 6 years, with the possibility of re-election. The management board may decide to set committees, and is free to determine the make-up and responsibilities of those committees, which act under the management board’s supervision. The supervisory board may grant one or more of its representatives a special mandate for one or more specific purposes.
Public Limited Company registration requirements
Registration and administration of a company in Luxembourg takes place under the Law on Commercial Companies of 1915 (the adopted consolidated edition is in force).
Share capital
The minimum amount of share capital to form a Public Limited Company is EUR 30,000. The SA’s share capital can be amassed through subscriptions. The capital has to be fully subscribed and at the minimum of 25% paid up. The capital can be contributed in cash or in kind. Contributions in kind have to be covered by an assessment statement drawn up by a statutory auditor (réviseur d’entreprises)
If the capital rises, it grants the shareholders preferential subscription rights (except where a justified subscription limit has been agreed on extraordinary general meeting).
Form of shares
Shares can be given and show with a nominal value or with no nominal value.
Before shares are fully paid up, they are determined as registered shares. Fully paid-up shares become one of the following:
- registered shares;
- bearer shares;
- dematerialized shares.
Registered or bearer shares can be converted into dematerialised shares by registering them in a securities account managed by an account holder, if such a conversion is approved by the articles of association.
It is possible to establish shares which are not representative of the share capital and which are called profit shares. The SA’s articles of association regulate the rights attached to these shares.
Public Limited Company may issue shares without voting rights:
- when the company is registered, if stipulated in the articles of association;
- when a capital increase;
- through the conversion of ordinary shares.
A logbook of the registered shares that authorizes their ownership is kept at the head office. The owner may request a certificate. Bearer shares have to be deposited with an allowed custodian. A dematerialised share is materialised when it is recorded in a securities account with an allowed body.
Transfer of shares
The transfer of registered shares only affects the Public Limited Company if one of the two following procedures is completed:
- a declaration of transfer in the share register must be dated and signed by the assignor and the assignee;
- a notice of the transfer to the SA company or approval of the transfer by the company recorded in an authentic deed.
The transfer of bearer shares is brought out between parties by transaction of consents and with third parties by transfer of the share certificate. The custodian holds all documents certifying the transfer.
The transfer of dematerialised shares is made by bank transfer.
The SA company can’t subscribe for its own shares except in exceptional, limited circumstances that are governed by the law.
Documents
When registering SA, prepare a lot of documents for submitting, which is listed below:
- a description of each contribution in kind;
- the cause and content of special benefits granted upon the company’s formation;
- the number of securities or shares that do not form part of the share capital, and the rights attached thereto, where applicable;
- the duration of the company;
- the company name;
- the number of subscribed share capital and, where applicable, the amount of allowed share capital;
- the form of the company;
- the name of the signatories to the deed of incorporation;
- laws that regulate the number of and method of appointing the representatives of the bodies representing the company regarding third parties, administering, managing, overseeing or auditing the business and the rules that determine the distribution of authority among these bodies if deviates by the law;
- the purpose of the company;
- the address of the company’s registered office;
- the sum paid to subscribed share capital;
- the share classes and their characteristics;
- whether the shares are filed, bearer or dematerialized shares, and any additional or derogation clause which can override the laws;
Company name
The name of the Public Limited Company is established in its deed of incorporation. The company name of the SA has to be different from that of any other existing company. To find out whether the SA company name is applicable, contact the Registre de Commerce et des Sociétés (RCS).
Cost
Setting up Public Limited Company in Luxembourg entails certain costs, including:
- notary fees;
- the cost of publishing in the Trade and Companies Register (RCS);
- statutory auditor fee, if a statutory auditor is needed;
- share capital of at least 30,000 Eur;
- any costs related to issuing administrative permits.
Value Added Tax
VAT declaration according to the following criteria:
- if the annual turnover excluding taxes is less than 112 000 Eur: VAT returns must be filed annually;
- if the annual turnover excluding taxes is between 112 000 Eur and 620 000 Eur: VAT returns must be filed quarterly;
- if the annual turnover excluding taxes exceeds 620 000 Eur: VAT returns must be filed monthly.
Timeline
The period of register SA in Luxembourg engagement approximately 4 weeks. It comprises Engagement planning company registration, corporate bank account approval, corporate internet banking approval, engagement completion.
Duration of Public Limited Company
The duration of the PLC’s existence has to be set by its articles of association. The company can be registered for a limited duration or an unlimited duration.
Conversion
The Public Limited Company can change its corporate form in the course of its lifetime with shareholder decision.
In particular, SA can convert to a European company if, for at least 2 years, it has had a subsidiary that is governed by the laws of another European Member State.
The laws on mergers and demergers, which are likely to bring about a change in legal form, apply to Public Limited Company.
Dissolution
The company is automatically dissolved at the end of the period defined in the articles of association. Shareholders can dissolve it, for example, if the company looses its share capital. The Public Limited Company can also be dissolved because of a legal ruling, for legitimate reasons or due to illegitimate activities.
In the case of voluntary dissolution, it must file the following administrative certificates:
- license issued by the Data-Processing, Membership and Contributions Centre of the Joint Social Security Centre (CCSS);
- a certificate issued by the countries Inland Revenue;
- a certificate provided by the Registration Duties, Estates and VAT Authority (Administration de l’enregistrement, des domaines et de la TVA).
The dissolved SA company has its legal personality for the purposes of its liquidation.
Consultation about company registration
Our specialists are the best on the market – they have vast experience in this field of activity. We also provide a consultation service for the opening of SA company in Luxembourg. We will talk about the possible risks and benefits of opening an SA in Luxembourg. We will also make you sure about taxes, fees, and opening a bank account in Luxembourg. We will provide up-to-date information on any of your questions.
Accountancy
Public Limited Company have to provide a balance sheet, profit-and-loss account, annexes to the financial statements and management report, which must be approved by the general meeting of shareholders.
Taxes
Public Limited Companies are subject to fixed registration fee, property tax, business tax, net wealth tax and corporate income tax.
Bank account
If you decide to open a company in Luxembourg, you have to create a Corporate Account. This type of account needs for the main business of the company, for internal expenses, payment for services, and providing net income for private entrepreneurs.
Other types of companies
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