Simplified Limited Liability Company in Luxembourg
Simplified Limited Liability Company (Société à responsabilité limitée simplifiée – SARL-S) is subject to rules that are different to Private Limited Liability Company (SARL). The main feature of the SARL-S is that, for founders, it reduces the burden of some of the requirements for registering an SARL.
The minimum share capital required to form an SARL-S is one Euro, and the company can be formed by private deed, without a notary. This type of the company gives first-time businessmen with a vehicle that allows to commence trading immediately. Only natural persons can register SARL-S’s. A natural person cannot be a shareholder in more than 1 simplified company unless shares were transferred to them following the death of another shareholder. On the other hand, a natural person can be a shareholder in an SARL-S and another company having a different type of legal form.
Simplified Limited Liability Company incorporation procedure
Here is Private Limited Liability Company incorporation procedure divided into 3 main stages:
Stage 1: Corporate bank account registration
The first stage to start a SARL-S in Luxembourg is to open a corporate bank account where the share capital will be transferred.
Stage 2: Registration of a company name
The stage is to choose the company name, followed by preparation of the Articles of Association, which together with the shareholders and directors or managers’ details have to be filed with the RCS. Lawyers in Luxembourg or a public notary have to prepare the formation documents.
Stage 3: Applying for a business license
The last stage of the company formation process comprises applying for the business license with the Ministry of Economy and filing with the tax authorities in Luxembourg.
Register Simplified Limited Liability Company
Register Simplified Limited Liability Company (SARL-S) in Luxembourg jurisdiction with our professional assistance.
Simplified Limited Liability Company registration conditions
SARL-S’s can only be incorporated by craftsmen, traders, manufacturers and certain liberal professionals, and the purpose of the SARL-S company have to be specified in its deed of incorporation.
Anyone who wishes to form a Simplified Private Limited Liability Company is obligated to first apply for a business permit from the Ministry of the Economy. The permit will be obligated to register the company with the Trade and Companies Register (RCS). An SARL-S may be formed by private deed and the notarized document is not required.
Share capital
The share capital of an SARL-S must be at least one Eur and no more than 12 000 Eur. It should be fully subscribed and paid up when the company is registered. The contributions of the SARL-S’s shareholders must be in kind or in cash.
Form of company shares
The shares in a Simplified Private Limited Liability Company are registered shares. Shares in the SARL-S’s capital and profit shares cannot be issued to the public. Shares in the company’s capital and profit shares cannot be negotiable securities – they may only be registered share certificates – issued to registered shareholders. Private bond issues are permitted, but the shareholders’ approval is required with convertible bonds.
Transfer of company shares
The SARL-S shares aren’t freely negotiable. Shares with voting rights cannot be transferred inter vivos to anyone other than shareholders or holders of profit shares with voting rights without the approval of the general meeting of the company’s shareholders representing at least 75% of all share capital. If provided for in the articles of association, the proportion of the share capital demanded approval can be lower, but not less than 50%. Share transfers are obligated to be recorded in a private deed or a notarized deed.
Documents
An SARL-S must be set up in the presence of a notary.
The deed of incorporation must contain certain legally demanded information:
- natural or legal person/s identity who signed the deed, or on whose behalf the deed was signed;
- form and name of the company;
- company’s head office address;
- purpose of the company/business;
- subscribed share capital amount;
- the different classes of shares;
- contributions in kind details;
- any other non-cash considerations at the time of company registration details;
- the sum of shares or securities that do not form part of the share capital, and the rights attached thereto, if applicable;
- when not provided for by law, the obligations governing the operation, administration and oversight of the SARL-S company;
- company duration;
- at least an approximation of the company’s costs.
Company name
Company is obligated to have a name that is registered in its deed of incorporation, and its name has to be different from that of any other existing company. To find out whether the SARL-S company name is available, contact the Registre de commerce et des sociétés – RCS. The company name, followed by the wording “SARL-S”, is obligated to appear on all legal company documents.
Cost
Setting up an SARL involves certain costs, including:
- a share capital contribution of at minimum at EUR 1;
- notary fees;
- the address of the company’s head office;
- trade and Companies Register (RCS) publication cost;
- statutory auditor fees (if statutory audits are required);
- any costs relevant to the issuance of administrative permits.
Value Added Tax
VAT, based on the following criteria:
- if SARL-S annual turnover excluding taxes is less than 112 000 Eur: VAT returns have to be filed annually;
- if company’s annual turnover excluding taxes is between 112 000 Eur and 620 000 Eur: VAT returns must be filed quarterly;
- if its annual turnover excluding taxes exceeds 620 000 Eur: VAT returns must be filed every month.
Legal publications
An SARL-S must apply for registration with the company register.
The formality of registering the Simplified Private Limited Liability Company with the Trade and Companies Register (Registre de commerce et des sociétés – RCS) demands the disclosure of the following information about the company:
- the trade or SARL-S name and, where applicable, any abbreviations or commercial sign used;
- the legal form of the company and, any additional details required by law;
- the exact address of the company’s head office;
- the purpose of the company;
- the amount of the share capital.
The SARL-S must disclose the identities of its shareholders, their private or professional addresses and the number of shares they hold and its business permit number.
All subsequent changes should be filed with the RCS for publication in the RESA.
All the company’s legal documents must bear:
- the name of the company;
- the term “société à responsabilité limitée simplifiée“;
- the address of company’s head office;
- the Trade and Companies Register registration number;
- signatory of the legal document capacity.
There is no obligation to mention the share capital.
The company’s financial statements should be filed with the Luxembourg Register of Trade and Companies within seven months of the closing of the financial year – 6 months to hold the general meeting of shareholders, plus 1 month from the meeting.
Timeline
The period of register SARL-S in Luxembourg engagement approximately 4 weeks. It comprises Engagement planning company incorporation, corporate bank account approval, corporate internet banking approval, engagement completion.
Consultation about Simplified Limited Liability Company registration
Our consulting services for Simplified Limited Liability Company registration aim to assist you throughout the entire process of setting up your business in Luxembourg. We handle everything from preparing initial paperwork to securing essential permits and registrations, ensuring a seamless and effective experience with the help of our expert advisors. We offer tailored advice on legal obligations, share capital, and corporate structure, empowering you to make decisions that are in line with your business objectives.
Ownership management
Overseeing the ownership of a Simplified Limited Liability Company is a challenging yet essential responsibility. Our services cover facilitating ownership changes, managing beneficial owners, and supervising ownership transfers. We make certain that all modifications in ownership are accurately recorded and adhere to current regulations.
Corporate structure changes
As your business develops, your corporate structure may also need to adapt. If you require modifications such as changing directors, updating nominee information, or implementing other structural changes, we offer thorough services to ensure these transitions are carried out smoothly and effectively.
Share capital management
Effective management of share capital is crucial for the financial well-being of your company. We provide services to assist you in increasing, decreasing, selling, and transferring share capital, making sure that every transaction is executed correctly and complies with legal standards.
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