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Company registration in Luxembourg: SARL
Company registration in Luxembourg: limited liability company (SARL).
Luxembourg: Company Registration

Company registration in Luxembourg: limited liability company (SARL). Service offer

Requirements for the corporate structure. Bank account opening. Corporate income tax

REQUIREMENTS FOR THE CORPORATE STRUCTURE

Managers

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.

Members

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.

Internal auditor

No statutory auditors are required unless the SARL has more than 25 members.

Share capital and shares

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.

BANK ACCOUNT OPENING

Luxembourg companies may open accounts with banks both within and outside Luxembourg.

The choice of banks in Luxembourg:

Major requirements:

  • the bank opens savings (investment) accounts;
    • an account can be opened in Moscow by meeting one of the bank’s representatives who regularly visit Moscow;
      • the minimum balance of account is EUR 1 000 000 (but the initial deposit can be smaller);
        • the banks offers various investment programmes, loans, and bank cards;
          • the bank prefers to work with Luxembourg and European companies (with special priority given to holding structures rather than trading or operational ones).

            Major requirements:

            • the bank opens business accounts;
              • an account can be opened at one of the bank’s representative offices in Moscow, Cyprus, Luxembourg or London;
                • no minimum balance required.

                  Major requirements:

                  • the bank opens savings (deposit) accounts;
                    • an account can be opened by meeting a bank’s representatives in Moscow;
                      • the minimum balance of account is from EUR 500 000;
                        • the bank is oriented to clients from Russia: investment products are implemented taking into account the Russian tax laws and exchange regulations.

                          Major requirements:

                          • the bank opens savings (deposit) accounts;
                            • an account can be opened by meeting a bank’s representatives in Moscow;
                              • the minimum balance of account is EUR 1 000 000.

                                CORPORATE INCOME TAX

                                Resident companies are subject to taxation on their worldwide income, non-resident companies are subject to tax only on Luxembourg-source income. From 1 January 2018 the corporate income tax rate in Luxembourg is 18%.

                                In addition to corporate income tax, companies are subject to municipal business tax, which varies from 6% to 12% depending on the location. For the City of Luxembourg the rate is 6.75%. A deduction of EUR 17,000 applies to municipal business tax base for entities liable to corporate income tax and EUR 40,000 for other businesses. Also, all resident companies are subject to 0.5% net worth tax on their net operating assets (i.e., assets less liabilities).

                                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.

                                We recommend seeking specialist advice on tax consequences and calculation of the company’s tax burden given the specific tasks and activity (we can arrange that upon request)

                                Fees[1]

                                Services
                                Fees (EUR)
                                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)
                                13750
                                Payment of the minimum share capital
                                12500
                                Luxembourg bank account opening
                                1820
                                Annual administration of the company (starting from the second year): provision of registered office and fees of the local agent
                                10950 / year
                                Fees of director / manager (Luxembourg resident)
                                3960 / year
                                Preparation of accounts
                                200-400 / hour

                                [1] The fees are valid as of the date of sending of this offer.

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