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Change legal entity type of Public Limited Company in Luxembourg

Companies frequently contemplate switching their legal structure from a Public Limited Company (SA) for a variety of reasons, including compliance with new regulations, improving tax planning, and enhancing operational effectiveness through restructuring.

Moving from one legal entity structure to another in Luxembourg requires dealing with a range of challenges. These challenges may involve meeting legal obligations, submitting regulatory paperwork, obtaining shareholder consent, and addressing the logistics of transferring assets and liabilities between the current and new entities.

Our expertise

Our focus is on assisting Public Limited Companies in Luxembourg who wish to transition to a different legal entity type. Through our knowledge of corporate law and regulatory requirements, we guarantee a hassle-free transition process.

Steps and solutions of Public Limited Company legal entity change

Successfully changing the legal structure of a Public Limited Company (SA) requires a carefully planned strategy. Our method is created to simplify every step of the procedure, guaranteeing a smooth transition.

Preparation and drafting

The initial important stage in transitioning a Public Limited Company to a different legal entity requires thorough planning and creation of key legal paperwork. Our skilled team is dedicated to carefully modifying the company’s articles of incorporation, shareholder agreements, and required regulatory submissions. We handle all correspondence with applicable authorities, meticulously guaranteeing adherence to legal regulations every step of the way.

Meeting and shareholder approval

At the core of the change is the organization of shareholder meetings. These meetings offer a space for stakeholders to participate in conversations and cast votes on the planned entity transformation. Utilizing our skills, we guarantee careful compliance with voting protocols and the necessary number of attendees, steering the process with a systematic method to secure crucial approvals.

Register new legal entity

After obtaining approval from shareholders, we are responsible for submitting the approved documents to government agencies. Our strategic advice also covers the smooth transfer of assets and liabilities to the newly formed entity. By taking a proactive stance, we aim to minimize any interruptions to current business operations and uphold compliance and continuity during the transition.

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Business transfer

As a part of the complete transition plan, we supervise the process of transferring ownership, business assets, and share capital to the new legal entity. Our main goal is to carry out these transfers in a timely and successful manner, ensuring business operations continue smoothly and comply with regulations at all stages. We will provide guidance and support in:

Liquidate company

In the event that it is necessary to liquidate the Public Limited Company, we will manage the process following the legal requirements of Luxembourg. This involves completing all necessary tasks and ensuring a smooth resolution to the transition.

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Considerations of Public Limited Company legal entity change

When thinking about switching the legal structure of your Public Limited Company (SA) in Luxembourg, it is important to carefully assess key factors such as tax consequences, the projected timeline for completion, and the costs associated with making this change. Each of these factors is crucial in achieving a seamless and legally sound transformation that supports your business goals. A thorough understanding of these elements can help reduce risks and improve results during the process.

Tax implications

Altering the legal structure of a Public Limited Company (SA) in Luxembourg could result in important tax consequences. It is important for businesses to take into account possible capital gains taxes from moving assets to the new entity. Furthermore, there might be transfer taxes related to the transaction. It is essential to evaluate the continuing tax obligations of the new entity to guarantee adherence to Luxembourg tax regulations.

Timeframe

The time it takes to change the legal entity type of a Public Limited Company in Luxembourg depends on the complexity of the case and regulatory requirements. The process usually lasts from a few weeks to a few months and includes tasks such as preparing legal documents, getting shareholder approvals, submitting filings to government agencies, and facilitating the transfer of assets and liabilities.

Costs involved

Changing the legal entity type of a Public Limited Company in Luxembourg involves various expenses. These could involve legal fees for creating required documents and overseeing the transition, government filing fees for formally establishing the new entity, and additional administrative expenses linked to meeting regulatory obligations. The overall expenses can fluctuate based on the extent and intricacy of the transition strategy.

Change legal entity type of Public Limited Company with us

Are you prepared to alter the legal structure of your Public Limited Company in Luxembourg? Get in touch with us now to explore how our strategy can assist you in making a seamless transition that aligns with your unique business goals.

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