Luxembourg companies - corporate forms comparison
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Type of company |
Société Anonyme (S.A.)
Public limited liability company
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Société à responsabilité limitée
(S. à r.l.)
Private limited company
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Société en nom collectif (S.e.n.c.)
General partnership
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Société civile
Non commercial company
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Minimum authorised share capital |
EUR 30.987, fully subscribed, paid up to at least 25 % at the subscription date |
EUR 12,395, fully subscribed, fully paid up
EUR 24,789.36 paid up if Holding 29 company |
It has to be defined in the bylaws : neither minimum nor maximum required |
It has to be defined in bylaws : neither minimum nor maximum required |
Minimum number of shareholders or partners |
1
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From 1 to a maximum of 40 |
2 |
2 |
Resident shareholders requested |
No |
No |
No |
No |
Liability |
Limited to the capital subscribed |
Limited to the capital subscribed |
Unlimited (personally, jointly, severally and indefinitely liable) |
Unlimited but not joint |
Minimum incorporation fees |
EUR 3.500 |
EUR 3.500 |
EUR 3.300 |
EUR 3.300 |
Capital duty |
0.5% on subscribed capital |
0.5% on subscribed capital |
0.5% on subscribed capital |
0.5% on subscribed capital |
How long to incorporate |
2-3 days |
2-3 days |
2-3 days |
2-3 days |
Notarial deed |
Yes, and publication in extenso in the Luxembourg Official Journal |
Yes, and publication in extenso in the Luxembourg Official Journal |
No, but publication by extract |
No, but publication in extenso and 2 originals at least |
Type of shares |
Registered or bearer |
Registered "partnership shares" |
Registered "partnership shares" |
Registered "partnership shares" |
Different class of shares |
Yes |
Yes |
No |
No |
Transferability of shares |
Free, unless otherwise agreed in the by-laws |
Prior approval of at least 3/4 of the shares issued for transfer to non partners. Bylaws can provide with other restrictions (preemptive rights, approval clause).
Publication required in the Luxembourg Official Journal |
Approval of 100% of partners required unless otherwise agreed in the bylaws.
Publication required in the Luxembourg Official Journal |
Approval of 100% of partners required unless otherwise agreed in the bylaws.
Publication required in the Luxembourg Official Journal |
Shareholders' meeting |
At least once per year |
Annual meeting has to be held only if more than 25 partners, otherwise a written resolution is sufficient |
See bylaws |
See bylaws |
Minimum number of directors (not necessarily residents) |
3 directors, either individuals or legal entities (no need for them to be shareholders) |
1 manager, either individual or legal entity (need not to be shareholders) |
1 manager.
Unless otherwise provided for in the bylaws, all the partners are managers |
1 manager, not necessarily partner, unless otherwise provided for in the bylaws |
Annual accounts currency |
Any currency |
Any currency |
Any currency |
Any currency |
External auditor
Internal auditor
Audit committee |
Small companies require a statutory auditor
Large companies require external professional auditor |
Small companies require a statutory auditor above 25 partners
Large companies require external professional auditor |
Small companies require a statutory auditor above 25 partners
Large companies require external professional auditor |
No |
Special licence |
Yes, in case of commercial activity
No, in case of civil activity or holding company |
Yes, in case of commercial activity
No, in case of civil activity or holding company |
Yes, in case of commercial activity
No, in case of civil activity or holding company |
No |
Large companies do exceed two of the three ceilings.
