COMPANY INCORPORATION
Comparative table - Capital companies
Written on : 03/04/2024
Comparative table - Capital companies
You want to take the plunge and create your company?
Congratulations! But have you thought about which legal form to choose?
We have compared for you the different forms of companies most used in Luxembourg.
Introduction
Each type of limited liability company has specific characteristics in terms of, in particular, creation formalities, partners, management and taxation.
All these aspects must be taken into account when choosing the most suitable form for the incorporation project.
The choice of legal form requires a case-by-case analysis, our experts are at your disposal to advise you and help you make the right choice.
Data subjects
The capital company has an impersonal character and relies mainly on the capital contributed by the partners (the share capital), regardless of their personal, moral or commercial capacities.
The shares are freely transferable and the liability of the shareholders is in principle limited to the amount of their contributions.
The Société à responsabilité (SARL) is a hybrid company that is both:
• company with limited capital as a result of the limitation of the financial liability of the partners to the extent of their contributions to the capital of the company;
• partnership because of the limited number of partners and the strict rules governing the transfer of shares.
Creation of the company
(Société à responsabilité limitée - SARL) | Partnership limited by shares (SCA) | (Société Anonyme - SA) | |
| Constitutional document | Notarial deed published in full | ||
| Legal personality | Each capital company has a legal personality which is distinct from that of its partnersAs a legal person, it has rights and obligations under commercial, accounting and fiscal law | ||
| Assets | A capital company holds its own assets | ||
Capital
| SARL | SCA | SA | |
| Conditions | Minimum of EUR 12,000 fully subscribed and paid up | Minimum of EUR 30,000 fully subscribed with ¼ paid up on formation | |
| Contributions | Contributions in cash or in kind (valuation by a statutory auditor, except for SARLs) Contributions in industry (services or expertise) are not generally considered to form part of the share capital, but they can be recorded in the statutes and benefit from remuneration in the case of an SA or an SARL | ||
| Company shares | Registered company shares that can be transferred under strict conditions | Freely transferable registered or bearer shares/bonds or dematerialised securities | |
Partners
| SARL | SCA | SA | |
| Number of partners | between 1 and 100 | from 2 (one limited partner and one general partner) | from 1 |
| Financial liability | Liability limited to the amount of contributions | Limited liability for the limited partner but unlimited liability for the general partner | Liability limited to the amount of contributions |
Administrative bodies and Management
| SARL | SCA | SA | |
| Decision-making bodies | General meeting + business manager or management board | General meeting | General meeting and board of directors meeting or general meeting, management board and supervisory board |
| Monitoring and legal auditing of accounts | Internal auditor (commissaire aux comptes) or statutory auditor (réviseur d’entreprises) for SARLs with more than 60 partners Obligation to audit the company by a statutory auditor depends on size criteria | Internal auditor or approved statutory auditor Obligation to audit the company by a statutory auditor depends on size criteria | |
| Accounting and financial information | Annual accounts lodged with the Trade and Companies Register (Registre de Commerce et des Sociétés - RCS) | ||
Tax aspects
| SARL | SCA | SA | |
| Tax payer | The income of the business is directly taxable at the level of the company: the shareholders/partners are only taxable when the profit is distributed We speak of distribution of dividend with application of withholding tax: rate of 15%, unless there is a more favourable rate (Double tax treaty, parent/subsidiary directive, etc.) | ||
| Taxes | Specific fixed registration fee Distributions of dividends are subject to a special withholding tax. | ||
Would you like to set up your own company? Would you like in-depth advice or assistance with one of the various stages of creation? Don’t wait any longer and contact us now! Our experts will assist & advise you throughout the incorporation process.