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2.1. Main Formation Requirements

The establishment of a company in Luxembourg involves the following steps:

  • Verify the uniqueness of the company name and reserve it with the Trade and Companies Register
  • Open a bank account, deposit the initial capital, and obtain an escrow certificate
  • Have the company deed drafted and notarized by a notary public
  • Register the company at the one-stop shop, which includes registering the articles of association with the tax administration and the Trade and Companies Register

In case of limited liability companies proposed to be set-up by natural persons, the government has introduced simplified business forms, wherein the companies can be formed by a notarial deed or a private agreement, and registration/ formation time is just 1 day. The simplified procedure also envisages lower establishment costs, as compared to other legal entity forms.

Following registration, the incorporation deed is published in the Official Gazette and a release certificate is issued to the bank along with a copy of the deed to release the initial capital

In addition to the company registration, a business license/permit must be obtained in order to conduct business in Luxembourg. The process is typically done at the same time as the registration process.

Application for the license/permit is made with the Ministry of Middle Classes for a commercial activity or with the Ministry of Economy and Foreign Trade for an industrial activity. The application includes the submission of the following:

  • Application form
  • Copy of applicants ID
  • Articles of association
  • Documentation providing proof of knowledge of business management for operating the company
  • Verification of non-bankruptcy
  • Applicants police record

Total time to complete the company registration process is 5 to 6 days, and 15 days for the licensing process.