Effortlessly incorporate and manage your company in Luxembourg with Vepapu—offering all-in-one services from registration to compliance, banking, and visa support.
.webp)
Unlock Growth Opportunities in an Emerging Market
A strong reputation in the financial sector worldwide.
Simplified compliance requirements and regulatory processes.
A large, qualified population provides a dynamic workforce.
Allows for foreign shareholding up to 100% in the company.
Everything You Need for Seamless Company Formation
Experience seamless company formation from anywhere with Vepapu. Our digital incorporation services ensure you can register your company online without the need to travel or submit paperwork in person.
We guide you through each step of the process, ensuring compliance with local regulations and providing support for any incorporation-related queries.
.webp)
.webp)
Meet the local requirements online with Vepapu. Having a local registered office address is mandatory for your company's registration and we will help you meet this requirement. We will receive, scan, and email you if any mail is received from the authorities at your address.
You can also build a physical presence in the country by opting for our nominee director services, who will act as your company's director while you retain total control over your company.
You can capitalise on our strong banking relationships with traditional banks as well as digital-first banking providers.
You would need to physically visit the bank's location if you opt for a traditional brick-and-mortar bank, while modern digital banking providers welcome you with an online onboarding process.
.webp)
.webp)
Leverage Vepapu’s expertise to navigate the visa application process for your business needs. Whether you require work visas for your team or investor visas to secure your investment rights, we facilitate the entire process.
Our services include comprehensive guidance on meeting eligibility criteria, preparing necessary documentation, and submitting applications efficiently to minimize wait times and complications.
.svg)
Mandatory documents and information required for your company formation
A certified true copy (scanned version) of the passport (valid for at least 6 months)
A comprehensive Curriculum Vitae (C.V.), Resumé, or Linkedin profile.
One of the scanned copies of a bank reference, bank statement, Utility bill, or Driver license.
It should clearly show the holder's full name along with a physical address written in English (P.O. Box addresses are not accepted).
It must be the most recent version and dated within the last 3 months.
Please provide us with certified true copy (scanned version) of the following company documents:
Certificate of Incorporation
Memorandum and Articles of Association / Constitution
Register of Director
Register of Shareholder / UBO
Extract of the company’s details from the Registrar of Companies, which can include any of the following: Business Profile / Certificate of Incumbency / Certificate of Good standing (valid for within 6 months if any).
All members of the corporation, including Directors, Shareholders, Ultimate Beneficial Owners (UBOs), and Contact persons, must provide identity and address proofs as mentioned above.
From Paperwork to Approval: Making Company Formation Fast and Straightforward
Click here and fill out the short form to let us know your requirements.
Afterwards, our team will get in touch with you to guide you through the process.
Begin the company incorporation process by sharing the requested documents, as listed here. This enables us to begin the mandatory KYC and due diligence procedures to comply with local and international laws.
During the process of due diligence, our team might request additional information, documents, or clarification as needed.
If you ever feel lost while organising the documents, please contact us, as your dedicated manager from Vepapu will guide you through it.
Our team will now have the required information and documentation in hand to proceed with completing the required paperwork involved in incorporating your company.
We will complete one or multiple application forms as required and coordinate with the registry to submit them for their official approval.
We will do timely follow-ups with the registry and actively work with them if they require any further clarification or documentation before their approval.
If there are any other registrations with different government departments that are generally required before commencement of any business, required for your specific business industry, or that you have chosen voluntarily, we will promptly complete them.
As Vepapu strongly believes that company incorporation is just the first step in any business journey, we will accompany you throughout your business's life cycle by keeping it in good standing with local rules and regulations.
We will take care of monthly, quarterly, bi-annual, or annual reports and return filings with the authorities. We will timely inform you of the upcoming compliance deadlines, such as conducting an annual general meeting, for your prompt action.
Get in touch and ask us anything. We'd love to help.
.webp)
This is the most common business entity in Luxembourg, ideal for companies planning to raise capital through public share issuance. It requires a minimum share capital of €30,000, with a structure that includes at least two shareholders and two directors. The SA offers limited liability protection to its shareholders, making it a preferred choice for larger enterprises.
The SARL is popular among small and medium-sized businesses in Luxembourg. It requires a minimum share capital of €12,000 and must have at least one shareholder and one director. This structure offers limited liability to its owners and is relatively simple to set up and manage, making it attractive for privately held companies.
The SCS is a business entity suited for companies managed by two or more partners. In this structure, all partners share joint and several liability for the firm's debts. It is a flexible option for businesses where partners are actively involved in the management and operations of the company.
The SCA resembles a general partnership but with a crucial difference—one or more partners have limited liability. This structure allows for a blend of general partners, who manage the business and have unlimited liability, and limited partners, who contribute capital and enjoy limited liability.
The SC is a company type owned and controlled by its members, who benefit from shared profits and bear shared losses. This structure is commonly used by businesses that prioritize collective ownership and democratic decision-making, such as those in agriculture or credit unions.
The SEL is designed for professionals such as doctors, lawyers, and accountants. It provides a corporate structure that allows professionals to practice their trade within a company while enjoying the benefits of limited liability and potential tax advantages.
This entity is for foreign companies wishing to establish a business presence in Luxembourg without creating a new legal entity. The branch operates as an extension of the parent company, subject to Luxembourg laws, and is often used by companies looking to expand their operations in Europe.
Yes, foreigners can incorporate a company in Luxembourg, and the country actively encourages foreign investment through a range of favorable rules and regulations. Luxembourg’s business-friendly environment allows 100% foreign ownership in most types of business entities, including the Société Anonyme (SA) and Société à responsabilité limitée (SARL). There are no specific restrictions on foreign shareholding, meaning that foreign nationals can fully own and control a company without the need for a local partner. The incorporation process for foreigners is straightforward and can be completed remotely, making Luxembourg an attractive destination for international entrepreneurs. Additionally, Luxembourg’s membership in the European Union offers foreign companies access to the broader EU market, further enhancing its appeal as a hub for foreign investment.
To further encourage foreign investment, Luxembourg has implemented several reforms and policies aimed at attracting foreign direct investment (FDI). The country offers a stable political and economic environment, coupled with a competitive tax regime that includes favorable corporate tax rates, exemptions, and incentives for foreign investors. For instance, the government has introduced measures such as the Investment Aid Scheme, which provides grants and tax credits for qualifying investments, particularly in innovation and research and development. Moreover, Luxembourg's strategic location in Europe, combined with its highly developed financial sector, makes it an ideal location for businesses looking to establish a presence in the region. These factors, along with the ease of doing business and the absence of restrictions on foreign ownership, position Luxembourg as a prime destination for foreign founders looking to incorporate a company.
In Luxembourg, a Société à responsabilité limitée (SARL) has a specific structure that includes various requirements for directors, shareholders, share capital, office space, and other incorporation prerequisites.
A SARL must have at least one director, who is responsible for managing the company. The director can be either an individual or a corporate entity, and there are no residency requirements, allowing for foreign nationals to serve as directors. There is also no upper limit on the number of directors. Nominee directors are permitted, providing flexibility in managing the company's leadership structure. The director(s) are appointed by the shareholders and can be removed by them as well.
The SARL structure requires a minimum of one shareholder and can have up to 100 shareholders. These shareholders can be individuals or corporate entities, and there are no restrictions on their nationality, making it an attractive option for foreign investors. Shareholders in a SARL benefit from limited liability, meaning their financial exposure is limited to the amount of capital they have invested in the company. Nominee shareholders are also allowed, which provides additional privacy and flexibility for the company’s ownership structure.
The minimum share capital required to establish a SARL is EUR 12,000. This capital must be fully paid up at the time of incorporation, ensuring that the company has sufficient funds to begin its operations. The share capital can be divided into shares of equal or unequal value, and these shares can be transferred between shareholders, although the transfer of shares to third parties often requires the approval of existing shareholders.
A SARL must have a registered office in Luxembourg, which serves as the official address for the company’s legal and administrative correspondence. This office can be a physical location or a virtual office, provided it meets the legal requirements. The registered office is also where the company’s official documents are kept, including the company’s registers and accounting records.
To incorporate a company in Luxembourg, you need to prepare and submit various documents. These documents are essential to comply with Luxembourg regulations and ensure your business operates legally. The documents will be used in KYC due diligence procedures, application preparation, and document submission to the authorities.
The first step is to decide on the legal structure of the company. In Luxembourg, popular forms include the Société à responsabilité limitée (SARL) for small to medium-sized businesses and the Société anonyme (SA) for larger enterprises. Once the legal form is chosen, the next step is to select a unique company name. The name must comply with Luxembourg's legal regulations and be distinct from other registered companies. This can be verified through the Luxembourg Business Register (LBR), where you can apply for a certificate of availability for the company name.
After choosing a name, the Articles of Incorporation must be prepared. This document outlines the company’s name, registered office, share capital, and details of shareholders and directors. For SARLs and SAs, the Articles must be notarized. Before finalizing incorporation, a bank account must be opened in Luxembourg to deposit the initial share capital. The bank will issue a blocking certificate to confirm the deposit, which is required for incorporation.
The company must appoint at least one director and one shareholder, who can be either individuals or corporate entities. Luxembourg does not impose nationality or residency restrictions on directors or shareholders, making it favorable for foreign investors. In cases where the company is large or exceeds specific thresholds, a statutory auditor must also be appointed to review the financial statements.
With the Articles of Incorporation and the bank's blocking certificate in hand, the next step is to register the company with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, RCS). This registration process involves submitting the notarized Articles, details of the directors and shareholders, and the bank certificate. The registration must be completed within one month of signing the Articles, after which the company will be officially incorporated and listed in the official electronic directory.
Once registered, the company must obtain a business license from the Luxembourg authorities. This license is required for the company to operate legally in Luxembourg. If the company intends to provide taxable goods or services, it must also register for a VAT number with the Luxembourg VAT authority. This ensures compliance with tax regulations in the country.
The final step is to register the company for social security, which is mandatory for all companies with employees in Luxembourg. This registration ensures compliance with Luxembourg's labor laws. Once these steps are completed, the company can begin its operations. The bank account can be fully activated by providing the notary with the company’s registration certificate, which will unblock the capital and allow the company to use the funds for its business activities.
After incorporating a company in Luxembourg, there are several annual filings and compliance requirements that must be adhered to in order to remain in good standing with the authorities. These obligations are crucial to ensuring that the company operates legally and transparently. Here's an overview of the key post-incorporation compliance requirements:
A Luxembourg company is required to hold an Annual General Meeting of its shareholders within six months following the end of its financial year. During the AGM, the shareholders review and approve the financial statements, appoint auditors (if required), and discuss other key matters concerning the company’s operations.
The company must prepare and file its annual financial statements with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, RCS) within seven months after the end of the financial year. These statements include the balance sheet, profit and loss account, and notes to the accounts. The complexity of the filings may vary depending on the size and structure of the company, with larger companies needing to provide more detailed information.
The company must file an annual corporate income tax return with the Luxembourg tax authorities. The filing deadline is typically on or before May 31st of the following year, though extensions may be granted under certain circumstances. The return should include all relevant financial information for calculating the company's taxable income and determining the amount of tax payable.
If the company is registered for VAT, it must submit periodic VAT returns, which can be monthly, quarterly, or annually, depending on the level of turnover. These returns must detail the VAT collected on sales and the VAT paid on purchases, with any balance due to the tax authorities or refundable to the company.
For companies with employees, social security contributions must be calculated and paid on a monthly or quarterly basis. These contributions cover various aspects of social welfare, including health insurance, pensions, and unemployment benefits. The company must also ensure that employee records are kept up to date and that all payroll-related obligations are met.
Luxembourg companies are required to maintain an up-to-date record of their beneficial owners in the Luxembourg Register of Beneficial Owners (Registre des Bénéficiaires Effectifs, RBE). Any changes to the ownership structure or control of the company must be reported promptly to the RBE to ensure transparency regarding who ultimately controls the company.
The company must adhere to the provisions outlined in its Articles of Incorporation and any internal regulations. This includes maintaining accurate records of board meetings, shareholder resolutions, and other corporate governance activities.
If the company exceeds specific thresholds related to turnover, balance sheet total, or number of employees, it must appoint a statutory auditor to audit its financial statements. The audit ensures that the financial statements present a true and fair view of the company’s financial position in compliance with Luxembourg accounting standards.
In Luxembourg, the corporate tax regime is determined by the company's tax residency. A company is considered a tax resident if its registered office or central administration is located in Luxembourg. Tax-resident companies are taxed on their worldwide income, while non-resident companies are taxed only on income generated within Luxembourg. The corporate income tax (CIT) rates vary based on the company’s taxable income. For instance, a 15% tax rate applies to income below €175,000, while income exceeding €200,000 is taxed at 17%. Additionally, a municipal business tax, which varies by location (between 6.75% and 10.5%), and a 7% solidarity surcharge on CIT contribute to the overall tax burden. Dividend payments to non-residents are generally subject to a 15% withholding tax, though this may be reduced under double taxation treaties.
Luxembourg's VAT rate stands at 17%, the lowest standard rate in Europe, making it an attractive jurisdiction for businesses. However, certain goods and services benefit from reduced VAT rates of 14%, 8%, and 3%, particularly in specific sectors such as financial services and insurance. Companies with annual turnover exceeding €35,000 must register for VAT. Depending on the company’s turnover, VAT returns are filed either annually, quarterly, or monthly. Companies with a turnover of less than €112,000 file annually, those with turnover between €112,000 and €620,000 file quarterly, and companies exceeding €620,000 in turnover file monthly. VAT compliance includes charging the correct VAT rates on goods and services, filing accurate VAT returns, and remitting the collected VAT to the tax authorities.
