The Luxembourg Trade and Companies Register is a publicly-accessed register for interested investors in Luxembourg. It contains all crucial information about traders and companies, which by law, must be disclosed following successful incorporation. All information published serves to identify the trader or company, including specific business information such as a company’s articles of association, provisions, rules of procedures, liability of directors and offices, and company accounts. 

The amount of information that a company must disclose to the public will depend on various factors, including the business legal form, size, and specific sector of business activity. All newly incorporated companies in Luxembourg must be registered with the Trade and Companies Register, and their articles of association must be filed immediately in full or extracted form, depending on the legal form of a Luxembourg company. 

Luxembourg Companies that Require Registration

• Natural persons that act the role of a trader
• Commercial companies 
• Economic interest groups 
• Economic interest groupings in Europe (EEIGs)
• Subsidiary companies established in Luxembourg by commercial companies
• Civil companies
• Foundations
• Agricultural associations
• Non-profit organizations
• Pensions savings associations
• State and municipal-run public sector enterprises
• Mutual insurance associations 
• Mutual investment funds
• Special limited partnerships

Company Name Availability

• A Luxembourg company must have a unique name trade or business name, not similar or identical to other companies registered in Luxembourg. 
• Investors can check the availability of a company name can be verified by submitting an application for a certificate that confirms the availability of company name to the Luxembourg Trade and Companies Register. 

Luxembourg Company Registration Costs

The registration and filing of a Luxembourg company can be facilitated online, but can also be paid in cash through Luxembourg Business Registers office. 

For company registration made at the Luxembourg Business Registers, additional filing fee will be assessed. 

• EUR 20 to register non-profit associations, natural person traders, foundation, and agricultural associations. 
• EUR 10 for filings of other company structures.
• EUR 80 for all other company filings prior registration. 

Information Provided during Company Registration 

To register a commercial company, the following details must be provided:

• Business name
• Company legal form
• Registered business address
• Purpose of business operations
• Date of incorporation and the duration of a company

Further information about the company may be required upon registration:

• Company share capital
• Name of partners and their respective financial commitments
• Directors and their roles to bind the company
• Individuals that are responsible for company oversight
• Annual accounts per financial year

The instruments of constitution of a company must be disclosed in full in the case of public limited liability companies (SA), European companies, partnerships limited by shares (SCA), private limited liability company (SARL), cooperative companies, and civil companies. 

On the other hand, an extracted form of the instruments of constitution must be published for legal forms such as partnerships, limited partnerships, and family-owned civil companies. 

Step-by-Step Luxembourg Registration 

When filing for registration in person:

• Registrants may apply for an appointment with the Luxembourg Trade and Companies Register’s filing assistance office in filing private deeds.  The filing in person will carry an extra charge. 

When filing online:

Privately certified articles of associated can be filed electronically with the Luxembourg Trades and Companies Register using a certificate not more than one month after the articles of association have been duly signed. 

The filing and registration must include the following documents:

• Complete application form
• Instrument to be filed in PDF format

For notarized instruments, filings must be made before a notary. The notary will be responsible for the following measures:

• Register the business
• File instrument of constitution electronically for publication no later than one month after articles of association are signed. 

Once the registration has been completed, an electronic receipt will be sent to the registrant. Additionally, the instrument of constitution will be published on the Electronic Compendium of Companies and Association on the day of the failing or on the day established by the applicant at the time of filing- that which should be within 15 days on the date of filing. All other instruments of constitution will be automatically legally binding on third parties after public disclosure. 

Other Company Registration Procedure

It is not mandatory to obtain a business permit to register a company and file articles of association in Luxembourg. If the intended business activity requires a business permit however, it is recommended to the ensure that the officer in charge of the management and administration of a company satisfies basic conditions required by law. 

After successful registration with the Luxembourg Trade and Companies Register, a company must then proceed with registration for Value Added Tax before the office of Registration Duties, Estate, and VAT authority. Any changes to a company’s articles of association must be drafted and coordinated articles of association must be filed with the Luxembourg Trade and Companies  Register. 

To comply with the company registration requirements in Luxembourg, you need a competent and seasoned business consulting firm to help you throughout the process. As a premier business consulting firm, Damalion will provide you with the guidance you need for a smooth and hassle-free registration process in Luxembourg. We offer a full suite of services to international investors looking to do business in Luxembourg. Our global service network facilitates successful company formation, registration, as well as assistance in coordinating with professionals who can help in the management and administration of a company in Luxembourg. For more information, reach out to a Damalion expert today.

This information is not intended to be a substitute for specific individualized tax or legal advice. We suggest that you discuss your specific situation with a qualified tax or legal advisor.