Company formation in Luxembourg

Company formation in Luxembourg: who does what

No single firm can do the whole job alone. For an SARL or an SA the deed of incorporation must be signed before a notary, who registers it with the AED and lodges it with the Trade and Companies Register. Everything around that deed is open to advisers.

Party	Role in a formation
Notary	Executes the deed of incorporation, registers it with the AED, lodges it with the RCS
Bank	Opens the account of the company in formation, blocks the capital, issues the certificate the notary needs
Domiciliation agent	Provides the registered office under a written domiciliation agreement
Fiduciaire or chartered accountant	Advises on the form, prepares the notary’s file, handles the permit, RBE and VAT filings, keeps the books
Ministry of the Economy	Issues the business permit for regulated and commercial activities
Luxembourg Business Registers	Keeps the RCS and the RBE

A firm that offers to “incorporate your company in Luxembourg” is describing the work it coordinates around the notary. Ask which notary it uses, whether you will see the draft articles in advance, and who signs for you if you cannot travel.

Fiduciaire, domiciliation agent, chartered accountant: the titles that matter

Three professional labels decide what a provider is allowed to do for you.

Chartered accountant (expert-comptable). A chartered accountant holds a business permit and must register with the Order of Chartered Accountants (OEC); the registration is compulsory. Their activities include keeping and adjusting accounts, tax advice and the preparation of tax returns. Ask for the OEC registration of the firm or of the person who will sign your returns.

Accountant (comptable). A Luxembourg accountant also needs a business permit, but cannot provide services reserved for chartered accountants. The work is limited to bookkeeping, balance sheets and tax returns, and only for clients below set size limits. For a small trading SARL that may be enough; for advice on structure or group questions, look for an expert-comptable.

Domiciliation agent. The law of 31 May 1999 allows only registered members of certain regulated professions, established in Luxembourg, to act as domiciliary: credit institutions and other professionals of the financial and insurance sectors, lawyers, réviseurs d’entreprises and experts-comptables. A firm offering a registered office with mail handling and administration must fall into one of these groups and sign a written domiciliation agreement with the company. A plain office lease is a different product.

The word “fiduciaire” appears in many firm names. What counts is the status behind it, so look for one of the three above.

What a formation provider handles

A full engagement starts with the structure and ends when the company can invoice and file returns. Expect these tasks in the proposal:

• Structure advice: SARL, SARL-S or SA, a branch of your foreign company, or a holding above an operating company, and the effect on capital, governance and tax.
• Articles of association: the corporate purpose, the managers and their powers, share transfer rules, and any approval rights between shareholders.
• Business permit file: identifying the manager who will hold the permit, collecting proof of qualification and integrity, and filing the application through MyGuichet.lu.
• Bank file: preparing the information banks ask for and following the account until the blocking certificate is issued.
• Notary coordination: sending the draft deed, arranging powers of attorney and certified copies, and booking the signing.
• Post-formation filings: the beneficial owner filing with the RBE, the VAT registration with the AED and, before the first hire, registration as an employer.
• First-year compliance: a calendar for VAT returns, the annual accounts and the tax returns.

For a branch of an existing foreign company the work changes. There is no deed of incorporation; the provider gathers the parent’s register extract, articles and board decision, has them translated where needed, and files the branch with the register.

Which kind of firm fits your formation

Of the 110 firms on Accountanty that offer company formation in Luxembourg, 70 are accounting firms and 40 are corporate services providers. Most are small: 78 small firms, 17 medium-sized firms and 15 firms in large networks.

• Accounting firms suit founders who want one team for the formation, the books and the returns. Among the 110, all offer accounting and 109 tax compliance.
• Corporate services providers suit holding structures, companies owned by a foreign parent and founders who need a registered office; 89 of the 110 list virtual office services and 100 corporate secretarial work. Check their domiciliation status under the 1999 law.
• Firms in large networks suit groups that need audit or several countries handled together; 51 of the 110 list audit.

None of them replaces the notary. They prepare the work and stay with the company afterwards. Language matters too: 80 of the formation firms work in English, 71 in French and 27 in German, and 15 in Italian.

What the provider needs from you

Have these ready before the first call, and the quote will be firmer:

• A short description of the business: what you sell, to whom, where the work is done and whether you will hire in Luxembourg.
• Shareholders and managers: passports, proof of address and a short CV for each person; for a company shareholder, its register extract, articles and an ownership chart up to the natural persons who own it.
• The person for the business permit: who will manage the business on site, with diplomas or proof of experience where the activity is regulated.
• The capital and its source: the amount, who pays it in, and documents showing where the money comes from.
• The registered office: a lease or the offer of a domiciliation agent.

The company’s own VAT file later asks for its constitutional documents in French or German, so ask the provider early whether foreign documents need translation.

How to read a formation quote

Quotes for company formation in Luxembourg differ mainly in what they leave out. A useful quote splits five items:

1. The provider’s fee for structure advice, drafting and coordination.
2. The notary’s fee and registration duty on the deed, which the notary charges directly.
3. Official charges, including the €50 stamp duty on the business permit application and the RCS and RBE filing fees.
4. Domiciliation, priced per year, with what it covers: mail, meeting room, document keeping.
5. The first year of compliance: bookkeeping, VAT returns, the annual accounts and the tax returns.

Ask how translations, certified copies and courier costs are billed, and whether the fee changes if the bank or the ministry asks for more documents. A quote that bundles everything into one number makes comparison hard; ask for the split.

Timelines in a quote are estimates. The official deadlines are fixed only for parts of the process: the ministry usually decides on a business permit within three months of a complete file, the notary has one month after signing to lodge the deed, and the RBE filing is due within one month.

Credentials and warning signs

Before you sign an engagement letter, check:

• Professional status. OEC registration for a chartered accountant, a business permit for an accountant, and one of the regulated statuses for a domiciliation agent.
• Who does the work. The name of the notary, the person who prepares your file and the person who will sign your returns.
• Know-your-customer questions. A serious provider asks for identity documents, the ownership chain and the source of funds, because the bank and the notary will ask too.
• Investment screening. If you invest from outside the EU into a sensitive sector, such as energy, health, data processing or finance, the provider should raise the foreign direct investment notification before closing.

Be wary of a provider that promises a company without any document from you, offers an address with no domiciliation agreement, or will not say which notary signs the deed. And treat any promise about your tax bill with care: the rates are public, but what you pay depends on your structure and the tax treaty with your home country.

Services after incorporation

Once the company is on the register, the provider’s work turns recurring:

• Bookkeeping and annual accounts: accounts under the standard chart of accounts, validated on eCDF and filed with the RCS within one month of approval.
• Tax returns: corporate income tax, municipal business tax and net wealth tax.
• VAT: returns at the frequency the AED sets, plus EU recapitulative statements where they apply.
• Payroll: employer registration and payslips once you hire.
• Corporate secretarial work: general meetings, minutes, changes of managers and updates to the RCS and RBE.

Comparing firms for company formation in Luxembourg

Accountanty lists 110 firms offering company formation in Luxembourg, and 38 of them focus on foreign clients. Compare their profiles by language, client focus and services, and look at the firms in Senningerberg, Strassen and Bertrange as well as those in the capital. For the follow-on work, see the firms listed for accounting, tax compliance, virtual office and corporate secretarial services. When you are ready, one quote request sent through Accountanty reaches several suitable firms, so you can compare offers for company formation in Luxembourg side by side.