SA

Luxembourg S.A. Description

The public limited company (société anonyme – SA) together with the limited liability company (société à responsabilité limitée – SARL) is one of the most common legal forms in Luxembourg. This form of company offers many advantages, namely in terms of limited liability (liability is limited to the level of contribution) and regulated access to capital.

In Luxembourg, the SA is often the legal form of company chosen by large businesses, but it is also a possibility for SMEs, as the shares in this type of company can be bearer shares and are therefore more easily transferable.

Who is concerned

Owing to its characteristics, an SA is suitable for a wide range of business activities of different sizes, offering legal and natural persons the possibility to:

• Promote the development of the business by bringing new shareholders;
• Access the financial markets (capital markets).

For shareholders, the main attraction is the limitation of their liability to the level of their contribution to the capital and the possibility of operating in relative anonymity

Prerequisite actions

There is no legal restriction on access to the legal form of an SA. It is nevertheless useful to be aware of the main administrative constraints specific to an SA, namely:

• The obligation to draw up a notarized deed;
• Requirement of a report from a statutory auditor (réviseur d’entreprises) in the case of a contribution other than in cash;
• Significant obligations in respect of accounting;
• Organizational model which makes decision-making more cumbersome;
• Creation of specialized committees.

Setting up a S.A.

Memorandum of association

1. By notarized deed;
2. Lodging with the trade and companies register (registre de commerce et des sociétés – RCS) for the purpose of publication in the electronic compendium of companies and associations (recueil électronique des sociétés et associations – RESA) and registration of the company.

Duration

The duration is unlimited, unless otherwise specified in the articles of association.

Capital

Conditions

• Minimum EUR 30,000;
• Must be fully subscribed and paid up to the level of at least one quarter;
• Contributions in cash or in kind;
• Contributions in kind must be covered by an assessment report drawn up by a statutory auditor (réviseur d’entreprises);
• In the event of a capital increase, the shareholders are granted preferential subscription rights (except where a justified subscription limit has been decided during an extraordinary general meeting).

Shareholders

Public limited companies can be formed by a natural or a legal person.

Tax aspects

• Fixed registration fee;
• Property tax;
• Business tax;
• Net wealth tax;
• Corporate income tax;
• Vat declaration according to the following criteria:
  • Annual turnover excluding tax of less than EUR 112,000 -> annual;
  • Annual turnover excluding tax between EUR 112,000 and EUR 620,000 -> quarterly;
  • Annual turnover excluding tax greater than EUR 620,000 -> monthly.