What does incorporating a company in Luxembourg mean?
Incorporating a company in Luxembourg means legally registering a new legal entity with the Luxembourg Trade and Companies Register (RCS — Registre de Commerce et des Sociétés). The process creates a separate legal person distinct from its shareholders, with its own rights and obligations.
Once incorporated, the company can sign contracts, open bank accounts, hire employees, issue invoices, and hold assets — all in its own name. Incorporation is formalised by a notarial deed (for most forms) or a private deed (for SARL-S) filed with the RCS.
Law of 10 Aug 1915 on commercial companies
Why incorporate in Luxembourg?
Luxembourg is the second-largest investment fund centre in the world and the largest in Europe, with more than €5.5 trillion in assets under management. It offers a stable AAA-rated economy, a highly developed legal and regulatory framework, full EU market access, extensive double-tax treaty network (85+ treaties), and a multilingual, internationally skilled workforce.
Key business advantages include the participation exemption regime (dividends and capital gains often 100% exempt), the IP Box regime (effective 6.8% tax rate), access to SOPARFI, RAIF, SIF, SCSp structures, and fast-track CSSF regulatory licencing.
SOPARFI LIR AIFMD
What is the RCS in Luxembourg?
The RCS (Registre de Commerce et des Sociétés) is Luxembourg's official Trade and Companies Register, operated under the authority of the Ministry of Justice. Every company incorporated in Luxembourg must be registered with the RCS before commencing commercial activities.
The RCS issues a unique registration number (e.g. B 123456) that identifies the company. All material corporate acts — incorporation, amendments to articles, change of directors, dissolution — must be published in the RESA (Recueil Électronique des Sociétés et Associations).
RESALaw of 19 Dec 2002
Can I incorporate a company in Luxembourg remotely?
Yes, in most cases you can incorporate a Luxembourg company without being physically present, provided you grant a notarial power of attorney (PoA) to an authorised representative. For SARL and SA, the notarial deed is signed by your proxy before a Luxembourg notary.
For the SARL-S (société à responsabilité limitée simplifiée), the deed can be signed by private deed — no notary required — making remote incorporation even simpler. However, AML/KYC identification requirements still apply, and some notaries require a certified copy of your passport and proof of address.
Art. 710-5 Law of 1915
What is the minimum age to incorporate a company in Luxembourg?
The minimum legal age to incorporate a company in Luxembourg is 18 years old. Minors cannot be shareholders, directors, or managers of Luxembourg commercial companies without the authorisation of their legal guardian and, in some cases, judicial approval.
There is no maximum age restriction. For the SARL-S specifically, all shareholders must be natural persons, not legal entities and must not have been declared judicially incompetent.
What is a SARL in Luxembourg?
A SARL (Société à Responsabilité Limitée) is Luxembourg's most widely used commercial company form, equivalent to a private limited company. It requires a minimum share capital of €12,000, fully paid up at incorporation, divided into registered shares (not negotiable as securities).
A SARL can have between 1 and 100 shareholders (natural persons or legal entities). It is managed by one or more managers (gérants). Shares cannot be freely transferred — any transfer requires the approval of shareholders representing at least 75% of the share capital. A notarial deed is required for incorporation.
Art. 710-1 et seq. Law of 1915