Instead of the board of directors, SARL has managers who are appointed by the members for an unlimited or limited period of time. SARL requires the minimum of one manager that can be a natural or legal person and need not be a Luxembourg national or resident. Board meetings of the company may take place both in and outside Luxembourg.
The manager’s details are disclosed to the local agent and appear on public file.
It is recommended to appoint a Luxembourg resident for tax purposes and for liaising with various government authorities.
SARL can be formed by one single member that can be an individual or a company of any nationality or residence. The maximum number of members is 40.
The members’ details are disclosed to the local agent and appear on public file.
General meetings are to be held annually at the time determined in the articles, if the company has more than 25 members.
No statutory auditors are required unless the SARL has more than 25 members.
The share capital of a private company is normally expressed in EUR, but can also be denominated in any other hard currency. The minimum capital is EUR 12 394.68 which must be fully paid up and subscribed. Usually the authorized share capital is EUR 12 500 divided into shares of EUR 100 each. Bearer shares and shares with no par value are not permitted.
Luxembourg companies may open accounts with banks both within and outside Luxembourg.
The choice of banks in Luxembourg:
Major requirements:
Major requirements:
Major requirements:
Resident companies are subject to taxation on their worldwide income, non-resident companies are subject to tax only on Luxembourg-source income. The corporate income tax rate in Luxembourg is 24,94%.
As of 1 January 2011, a minimum flat tax of EUR 1 500 per annum was introduced for entities subject to corporate income tax, of which financial assets (including transferable securities, receivables, bank deposits, etc.) exceed 90% of their total assets. Entities performing activities that are subject to a business licence or requiring the approval of a supervisory authority are, however, explicitly excluded from the scope of this flat tax (for example, investment funds). Where several Luxembourg companies form part of a fiscal unity, the flat tax will only apply once at the level of the integrating parent company (or the Luxembourg permanent establishment) heading the fiscal unity.
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Services
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Fees (EUR)
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Total cost of company incorporation (including preparation and provision of the company’s original constitutive documents, share issue documents, and common seal, not including apostille or another form of certification of the documents)
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13 750
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Payment of the minimum share capital
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12 500
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Luxembourg bank account opening
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3 500
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Annual administration of the company (starting from the second year): provision of registered office and fees of the local agent
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11 090 / year
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Fees of director / manager (Luxembourg resident)
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3 960 / year
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Compliance fee.
Payable in the cases of: - incorporation of a company, - renewal of a company, - liquidation of a company, - transfer out of a company, - issue of a power of attorney to a new attorney, - change of director / shareholder / beneficial owner, except the change to a nominee director / shareholder), - signing of documents. |
350 (standard rate – includes the check of 1 individual),
+ 150 for each additional individual (director, shareholder, or beneficial owner) or legal entity (director or shareholder) if such legal entity is administered by GSL, + 200 for each additional legal entity (director or shareholder) if such legal entity is not administered by GSL, 450 (rate for high-risk companies, including the check of 1 individual), 100 (signing of documents). |
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Preparation of accounts
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200-400 / hour
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[1] The fees are valid as of the date of sending of this offer.