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Luxembourg Incorporation 2017-07-10T16:45:03+00:00

Incorporation

Companies incorporated in Luxembourg have to register their office and a business address in the territory of the Grand Duchy of Luxembourg. Incorporation of a company requires various steps and documents, from choosing a type, a name and an address of the company, defining the object of the company, appointing directors and/or managers to preparing incorporation documents (including Articles of Association) and opening of a bank account. In most cases, the founding members do not have to be present in Luxembourg to incorporate a company. Lawyers assist you with corporate secretarial, administrative management and regulatory compliance (use of a Power of Attorney).

Domiciliation

According to the law of 31st of May 1999, the domiciliary agent is the natural or legal person, hosting (in their office) one or more companies and provides a wide range of services related to the activity of hosted entities.

This is about a solution particularly suitable to holding companies (SOPARFI), SPF or to commercial companies which have ceased activities. The law of the 31st of May 1999, governs, strictly, this particular area of our intervention. Above all, the law requires (as well as the code of ethics of the bar), the signature of a domiciliation agreement. In addition, the law reserves the right to provide domiciliation services with three categories of professionals: the lawyers, accountants and financial professionals. (as defined in the law of 5th of April 1993).

Finally, the domiciliary agent will provide a wide range of services related to the activity of the domiciled company (legal secretariat, provision of a work infrastructure, meeting organisation, mail management, etc.).

Incorporation

WE OFFER CORPORATE LEGAL SERVICES FOR SMES OUR SERVICES INCLUDE BUT ARE NOT LIMITED TO:

SOPARFI

The SOPARFI (Société de Participations Financières) is a company whose corporate purpose is limited to the holding of participation and related activities. A SOPARFI takes advantage of the participation exemption and may benefit from double taxation treaties signed by Luxembourg.

Commercial Company

A Luxembourg Commercial Company is any company that performs a commercial, craft or industrial activity in the territory of Luxembourg. In order to be able to perform the stated activities such company has to obtain a business permit (autorisation d’établissement or autorisation de commerce).

SOPARFI IP

Luxembourg taxpayers owning Intellectual Property Rights (IP rights) may benefit from a special tax regime introduced in 2008. A company may benefit from a tax exemption of 80% on the net income derived from royalties for the use and/or exploitation of IP rights.

Branch in Luxembourg

A branch is a secondary establishment of a main Company which is characterized by a commercial facility or an operational seat. Within the branch, a representative represents the company and deals with the public on its behalf. The branch shall not need neither a board of directors nor holding general meetings.

Special Limited Partnership

The Luxembourg Special Limited Partnership (Société en Commandite Spéciale – SCSp) combines a competitive tax environment with little regulation and great corporate flexibility. It may be set up with only two partners : at least one GP and at least one LP.

Mergers and Acquisitions

Mergers and acquisitions (M&A) generally involve takeover bids for public companies. Through the Law of 19 May 2006 Luxembourg implemented the EU Directive 2004/25/EC dated 21 April 2004 regulating takeover bids. Mergers and acquisitions are also regulated by corporate and anti-trust laws.

Family Wealth Management Company

The Luxembourg SPF (Société de gestion de patrimoine familial) refers to a special tax regime applicable to companies whose sole purpose is management of private wealth of individuals. An SPF is the most widely used personal wealth management tool in Luxembourg.

European Economic Interest Grouping

The EEIG is a legal structure conceived for transnational cooperation between entities of the European Union. It can be used to carry out commercial, industrial, agricultural or craft activities or for liberal professions. It must comprise at least two different companies or legal entities with their head office from different member states.

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