New in Luxembourg: SImplified Limited Liability Company or S.A.R.L.-S.
It is now possible to incorporate a company with €1 equity and with reduced costs and fees!
Since 16 January 2017, the Law of 23 July 2016 (reforming of the Law of 10 August 1915) is applicable in Grand Duchy of Luxembourg.
Luxembourg Government decided to implement an alternative structure to the ordinary Limited Liability Company (or S.A.R.L.-S), faster and cheaper in its process of incorporation law, in order to promote the entrepreneurship.
The main characteristics of the S.A.R.L.-S. are the following :
The SARL-S pursuing commercial activities falls in the scope of the Law of 02 September 2011 on business permit ;
The SARL-S is reserved for commercial activities with low capital needs ;
A minimum share capital between €1 and €11,999 by contribution in cash or in kind ;
A sum corresponding to one-twentieth of the annual net profit shall be allocated to a legal reserve ;
Incorporation under private deed ;
Only natural persons can be shareholders (from 1 to 100 people) and one cannot be associates in several S.A.R.L.-S. (except in the case of transmission of shares upon death) ;
Managers must be natural persons too ;
No restriction regarding the nationalities and functions of the shareholders and the managers ;
Specific indications must appear in the articles of association such as: company name with the words « Société à Responsabilité Limitée Simplifiée » or with the abbreviation « S.A.R.L.-S. », the first name, last name, date and place of birth, place of residence (private or professional) as well as the number of shares held by each shareholder and number of the business permit delivered by the Ministry of Economy ;
Registration fees : €75 ;
Deregistered fees levied by RCS (Luxembourg Trade and Companies Register) : €15 ;
Publication to « Mémorial » (Official Journal of Luxembourg) : €100 ;
Annual subscription fees levied by Chamber of Commerce : €70.
Accounting aspects : annual accounts must be approved in AGM within 6 months of the closing of financial year and be published within 1 month following this approval.
Tax aspects : Corporate Income Tax (IRC), Municipality Business Tax (ICC), Net Wealth Tax (IF) and VAT returns (monthly, quarterly or annually depending the annual turnover excluding tax). Know more about incorporation vs corporation.
If you are interested in the S.A.R.L.-S., please join our Law Firm now !