Luxemburg - Social Law
The Luxemburg social law is governed by more times amended Law from August 10, 1915. The legislative within this region is influenced by the Belgian Law from 1935. For the matters concerning the explanation and interpretations is mostly used the Belgian legal guidance.
The branch office in Luxemburg has more possibilities available. Principally it is distinguished between legally independent company according to Luxemburg law („filial”) or non-independent branch office („succursale”).
Further only the most important forms are indicated, which occur in Luxemburg. Besides them there are of course also other forms of companies being taken into consideration.
The law knows six forms of business companies with own legal personality:
- Public company(société en nom collectif - s.e.n.c.)
- Limited partnership (société en commandite simple - s.e.c.s.)
- Joint-stock company (société anonyme - s.a.)
- Company comandit with shares (société en commandite par actions - s.e.c.a.)
- Limited company (société à responsabitité limitée - s.a.r.l.)
In usual case only the forms of Inc. or Ltd. are interesting to form the company in Luxemburg.
Formalities for formation
The foundation charter must be authenticated, written in the German of French language and registered by the notary within 15 days. The English version is also acceptable, but the German or French translation must be enclosed.
The company capital can be specified in Euro or in other convertible currency. The bank connection is required in obvious case for formation of the company in the Luxemburg bank or in the reliable financial institute, because the basic capital must be deposited here and the confirmation thereof must be mediated to the notary. To open an account in this case, the draft of articles of association is required.
The foundation charter, as well as the responsible persons ordered in compliance with the articles of association, must be - according to the content -
- deposited in the Commercial Court office (within one month period) and
- published in the public newspapers (Memorial C, „Recueil spécial des sociétés et associations”) within one month period after being deposited at the Commercial Court.
The supervision over the company duly formation appertains to the notary.
The approved Balance Sheet, the Profit-And-Loss Statement and the Auditor’s Report must be deposited at the Commercial Register. In case of small companies, only an abbreviated Balance Sheet without the Profit-And-Loss Statement is required to be presented.