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HOW TO OPEN A COMPANY IN LUXEMBOURG

STEPS FOR COMPANY FORMATION IN LUXEMBOURG

• Providing the company’s name.

• Providing all relevant identification information.

• Reviewing of the application to open the share capital account.

• Approval of the share capital bank account setup.

• Injection of the capital.

• Notary procedures.

• Filing the company’s documents with the Trade Register.

• Obtaining Tax ID.

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COMPANY TYPES LUXEMBOURG

• Limited Liability Company in Luxembourg (Luxembourg Société à Responsabilité Limitée - SARL)

• Joint Stock Company in Luxembourg (Luxembourg Société Anonyme - SA)

• SOPARFI

• General Partnership in Luxemburg

• Limited Partnership

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LIMITED LIABILITY COMPANY - SARL FACTS

• Preferred type of company by most foreign investors.

• The minimum number of shareholders is 2 and the maximum is 40.

• The management board has to be formed of at least one manager.

• The minimum capital of EUR 12,400 is divided into participation certificates.

• This amount has to be deposited in full before registration of the company.

• The SARL partners’s liability is proportional to their own contribution to the

company's share capital.

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THE JOINT STOCK COMPANY LUXEMBOURG SOCIÉTÉ ANONYME - SA

• There have to be at least 2 members (residents or non-residents,

individuals or legal entities).

• The S.A is regulated by the Commercial Companies Law 1915 and

designated for business at a large scale.

• The minimum capital is EUR 31,000 which is divided into freely

transferable shares.

• The shareholders of a S.A can be anonymous.

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AN UNIQUE ENTITY CALLED SOPARFI

• SOPARFI stands for Société de Participations Financiers.

• It is a fully taxable company limited by shares.

• It can be incorporated under a Luxembourg SA, or Luxembourg SARL.

• SOPARFI is generally incorporated as a Luxembourg Joint Stock Company due to its operating flexibility.

• Its uniqueness comes from being a pliable investment vehicle allowing an expansive range of activities within an attractive tax environment.

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REGISTRATION OF GENERAL PARTNERSHIP IN LUXEMBOURG

• At least two members are needed.

• It is known either as Société Civile (for professional partnerships),

• Either as Société en Nom Collectif (for smaller entities, like family businesses).

• All the partners are general and have the right to manage the company.

• They have full liability to the company's debts and obligations.

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LUXEMBOURG BRANCH, SUBSIDIARY OR REPRESENTATIVE OFFICE

• Any foreign company is able to set up branch entities in Luxembourg.

• These can be set up as separate entities from the parent company.

• Luxembourg companies can have the foreign company as shareholder.

• Luxembourg branches can also be extensions of the parent-company.

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NOTES

• Any person of any nationality or residence can be director or shareholder in a Luxembourg company.

• The shareholders of a company registered in Luxembourg can be both natural persons or legal entities.

• A company in Luxembourg must hold a local registered office (service provided by BridgeWest.eu).

• The registration of a SARL (Limited Company) requires the injection of a share capital amounting to 12,400 EUR.

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• Preparing the Articles of Association of your company;

• Drafting all other documents required for the registration of the

Luxembourg Company;

• Arranging Public Notary meeting and procedures;

• Providing a Registered Office in Luxembourg for your company (if

required);

• Opening a Bank Account and providing the necessary forms and

documents;

• Accounting and Payroll Services in Luxembourg;

SERVICES PROVIDED BY BRIDGEWEST.EU

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LUXEMBOURG KEY FACTS

• The standard VAT Rate applicable in Luxembourg is 15%, but it depends on the activity of the future company.

• Luxembourg Corporate Tax rate varies according to the income and a 5% increase is applied as an unemployment fund contributions.

• In Luxembourg the dividend tax rate is 15% of gross dividends.

• Luxembourg provides a very good business environment for companies since it has agreed to 76 income tax treaties; 64 of these treaties are currently in force.

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THANK YOU FOR YOUR ATTENTION!

Please feel free to contact us at

office@bridgewest.eu

+442032870408

www.companyformationluxembourg.com

www.lawyers-luxembourg.com/

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