BUSINESS IN LUXEMBOURG
There are several types of companies available to the businessman in Luxembourg and we have compiled a comprehensive list outlining the various types. We are completely confident that we can find the right business solution for you with the help of our staff here at Inimex.
Partnerships and Sole proprietorship have 4 main types are they are briefly explained here:
1. Sole proprietorship (Entreprise individuelle): This type of company does not need a constitutional document as only the entrepreneur himself is the legal entity as a natural person. There can only be one partner and has full liability.
2. Partnership (Société en nom collectif – SENC): A private deed or notarization is required for constitutional documentation and as a legal person; the company itself has rights and obligations. The conditions have no minimum and there must be at least one partner. It should be noted that the shares are non-transferable registered shares and the contributions can be in cash or in kind. The partners have unlimited personal liability.
3. Limited partnership (Société en commandite simple – SECS): As with the previous type, the constitutional document may be privately signed or notarized and as a legal entity, it has rights and obligations, the conditions have no minimum, the conditions can be in cash or in kind and the company shares are non-transferable and registered. There must be at least one general and one limited partner (also referred to as sleeping partner). The general partners have unlimited joint and several liability on their personal assets.
4. Limited liability Company (Société à responsabilité limitée – SARL) A SARL needs a fully notarized deed and it must be published in full, the company has a legal form completely separate and as such has rights and obligations. The minimum condition is set at 12,394 Euros that have been fully paid. It is possible to transfer the shares under strict conditions. There can be one up to a maximum of 40 shareholders and the liability is limited to the amount of the contribution.
We have included some additional information that may be of some help understanding the complexities of the business world in Luxembourg. We have provided the closest matches relative to the United States basic business models.
SENC (Société en nom collectif) is very similar to a General Partnership/GP. SECS (Société en commandite simple) is very similar to a Limited Partnership/LP. SARL (Société à responsabilité limitée) is very similar to a Limited Liability Company/LLC
Partnership limited by shares (Société en commandite par actions – SECA or SCA): At least one partner must be named and as with the previous type, constitutional documents are necessary for this type of company and as a completely separate and distinct legal personality, have rights and privileges. Contributions are similar across the four capital companies; they must be in cash or in kind.
Public limited Company (Société Anonyme – SA): At least one partner must be named and as with the previous type, constitutional documents are necessary for this type of company and as a completely separate and distinct legal personality, have rights and privileges. Contributions are similar across the four capital companies; they must be in cash or in kind. A minimum of 31,000 EUR is required for the incorporation of a Luxembourg S.A.
As with the previous list, we have provided other companies in the USA that bears significant similarities and although some do not have similar structures in the USA, the ones that do are listed below.
SECA (Société en commandite par actions) is similar to Limited Liability Partnership/LLP SA (Société anonyme) is similar to Corporation (Corp.), Incorporated (Inc.)
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- Set up a company, business and financial plans;
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