Company Incorporation Guide

Luxembourg company registration: what to decide

Applicable country/region: LU - Luxembourg

Published: September 26, 2026Updated: September 27, 2026

Written by our advisory team
Luxembourg rules and requirements
Checked against official sources

Guide overview

From the legal form to the first annual accounts

Luxembourg company registration produces a company, usually a société à responsabilité limitée (S.à r.l.), the private limited liability company, formed by notarial deed and entered in the Trade and Companies Register (Registre de commerce et des sociétés, RCS), which Luxembourg Business Registers (LBR) runs. Setting up a company in Luxembourg starts with an optional name check at LBR. The deed is then signed before a notary, who files it with the RCS for publication, and any business permit and the tax registrations follow. The questions a founder meets are which legal form suits the owners, why the notary asks who ultimately owns the company, what every company must have in place, which registration trading triggers first and what publication starts.

COMPANY TYPES

Which legal form fits a founder or a foreign parent

Ownership decides the legal form. Under the Law of 10 August 1915 on commercial companies, an S.à r.l. can have a single member, and legal persons may be members and managers (gérants), which suits a foreign parent. The SARL-S (société à responsabilité limitée simplifiée) can be formed by private deed without a notary, but only natural persons may be members, so a corporate parent cannot use it. Because S.à r.l. shares reach outsiders only with the consent of members holding three quarters of them, or half if the articles allow, founders expecting investors look at the société anonyme (S.A.), the public limited company. A foreign company can also register a branch, which is not a separate legal entity.

Reading the company types

Rows cover ownership, shareholder and director rules, capital and notes for each company type.

Luxembourg S.à r.l. Basic Information

Ownership:

Consolidated Ownership

Limited Liability:

Positive

Publicly Participates In Capital Market:

Negative

Luxembourg S.à r.l. Shareholder / Director / Secretary Requirements

Requirements For Shareholders:

1 to 100

Requirements For Directors:

At least one

Legal Representative Not Mandatory:

Negative

Local Directors Not Mandatory:

Positive

Local Secretaries Not Mandatory:

Positive

Luxembourg S.à r.l. Registered Capital Requirement

Minimum Registered Capital Requirement:

EUR 12,000

Capital Injection Not Required:

Negative

Capital Injection Requirement:

1. 100% of the registered capital must be actually paid before the establishment of the company.

REQUIRED DOCUMENTS

Why the ultimate owners are identified before the deed

The notary who receives the deed, the domiciliation agent providing the registered office and the bank opening the company's account are bound by the anti-money-laundering law of 12 November 2004. Each must identify the client and its beneficial owners before acting. To open a company in Luxembourg, founders may therefore be asked for the same documents more than once. With a corporate shareholder, the check reaches through the parent to the natural persons who ultimately own or control it. After registration, the company files those people with the Register of Beneficial Owners (Registre des bénéficiaires effectifs, RBE), which LBR keeps, within one month. A proxy holding a power of attorney can also sign the deed on behalf of a founder.

Reading the documents

Rows are document types grouped by who provides them; each entry ends with its process and format.

Natural Person Shareholders & Directors's Required Documents

Passport:

Shareholders' and directors' passport copy

Process: Not ApplicableFormat: Scan Copy

Proof of Address:

Shareholders and directors' address proof: scanned copies of water, electricity, and gas bills or bank statements. English translation is required, and the document must clearly indicate the name, address, and date of the shareholder/director, and must not exceed one month.

Process: Not ApplicableFormat: Scan Copy

Power of Attorney:

Power of Attorney (document provided by TKEG Expat ™ (Denmark)).

Process: ApostilleFormat: Physical Copy

Legal Entity Shareholders's Required Documents

Proof of Address:

Proof of address for the legal person of the holding company and for shareholders holding more than 25% of the shares: scanned copies of water, electricity, and gas bills, or bank statements. English translation required, with clear indication of the legal person's name, address, and date, not exceeding one month.

Process: Not ApplicableFormat: Scan Copy

Proof Of Registration / Business License:

English translation of the business license of the holding company + English notarization + Apostille.

Process: ApostilleFormat: Scan Copy

Passport:

The legal representative of the holding company and shareholders holding more than 25% of the shares need to provide an English notarized copy of their passport.

Process: NotarizationFormat: Scan Copy

Company Bylaw:

The English translation of the company's articles of association, English notarization, and Apostille.

Process: ApostilleFormat: Scan Copy

REQUIREMENTS AND ESTIMATED COST

Luxembourg company registration requirements

Every company needs a registered office in Luxembourg: premises it uses, or a seat under a written agreement with a domiciliation agent the law authorises. Paying fees for mail forwarding without that agreement does not count, and having no known domicile is a serious breach whose cost can be dissolution or closure. The share capital pays for the shares; the notary checks that it is fully subscribed at the deed and records it. An activity that needs the business permit (autorisation d'établissement) may start only once the Ministry of the Economy (General Directorate for SME, Administrative Simplification, Craft and Retail) has issued it, naming a qualified natural person of good repute who runs the business day to day.

Reading the requirements

Base cost is the service and government fees; each requirement shows if it is included and what solving it costs; the estimate adds them up.

Base Cost

Service Fee:

EUR 5,725

Requirements

Registered Address: Requires a Luxembourg address

Luxembourg company registration must have a Luxembourg address. If there is no Luxembourg address, you can choose the Registered Address service provided by TKEG Expat ™ (Denmark).

Included: No · Solution available

Estimated Cost

Estimated Cost:

EUR 5,725

Check Eligibility And Calculate Price

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TAX

VAT first, then income tax and the first hire

A taxable activity, whatever the turnover, makes VAT registration due. The company registers with the Registration Duties, Estates and VAT Authority (Administration de l'enregistrement, des domaines et de la TVA, AED) by an initial declaration within 15 days of starting, unless exempt from registration. Since 1 January 2025, the EUR 50,000 turnover ceiling belongs to the small-business franchise, an exemption from charging VAT claimed in that declaration. Income tax needs no application to the Luxembourg Inland Revenue (Administration des contributions directes, ACD), which assesses corporate income tax, municipal business tax and net wealth tax. A first employee means employer registration with the Joint Social Security Centre (Centre commun de la sécurité sociale, CCSS) within 8 days of their start.

Reading the tax data

Rows cover corporate income, withholding, value-added and capital gains tax, plus effective rates, for each jurisdiction.

PwC World Tax Summary OECD Statistics

Corporate Income Tax (CIT)

General CIT Rate:

23.87% (CIT, employment-fund surcharge, and municipal business tax [Luxembourg City, from tax year 2025])

CIT Return Due Date:

December 31 of the following year.

CIT Payment Due Date:

Within one month of receiving the tax assessment notice.

CIT Estimated Payment Due Date:

Quarterly installment payment.

Withholding Tax (WHT)

Resident Withholding Tax (Dividend/Interest/Royalty):

15/0/0

Non-Resident Withholding Tax (Dividend/Interest/Royalty):

15/0/0

Value-Added Tax (VAT)

General VAT Rate:

Learn More Value-Added Tax (VAT)

Capital Gain Tax (CGT)

General Capital Gain Tax Rate:

Taxed at the normal corporate income tax rates, except gains on a qualifying participation (at least 10% or an acquisition price of EUR 6,000,000, held at least 12 months), which are exempt.

Effective Tax Rate (ETR)

Composite Effective Average Tax Rate:

23.24%

Composite Effective Marginal Tax Rate:

18.09%

Conclusion

What follows publication in the first year

From publication in the Recueil électronique des sociétés et associations (RESA), the Electronic Compendium of Companies and Associations, the filed articles bind third parties. Opening the corporate bank account is the bank's decision, under its own acceptance policy, and an account opened for a company still in formation stays inactive until identification is complete. Compliance after incorporation then runs on a yearly clock. The annual accounts are approved within 6 months of the financial year end and filed online with the RCS within one month of approval, at the latest 7 months after that year end. The first date for the calendar is that deadline, counted from the financial year end set in the articles.

Luxembourg

Jurisdiction Overview

About Luxembourg

Luxembourg is Europe’s premier fund domicile and a top financial center, offering political stability, multilingual workforce, favorable holding company regime, and gateway to EU institutions.

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