Incorporation Companies | wissam mobayyed

Experienced Paralegal and Fund Manager assist you to set up your company in Luxembourg away from high fiduciary fees

To carry on business in Luxembourg several types of companies may be appropriate

1- SOCIÉTÉ ANONYME (S.A.)

The capital of a company is equivalent to 30 000€, which can be paid up when a quarter (or 7 750€) is set up. A S.A (Public limited company) may be incorporated in Luxembourg by a single person (called a Single Shareholder) or several persons. The number is not limited, these shareholders may be natural or legal persons.

A S.A (Public limited company) may be managed by a single director (if it is held by a single shareholder). In the case of several shareholders, the Luxembourg Public Limited Company is managed by a board of three directors. One of the three is elected Chief Executive Officer of the company, a key position in the day-to-day management of the company.

The incorporation of a SA in the Grand Duchy of Luxembourg is made by a notarial deed and it is necessary to appoint an Auditor.

To carry on a commercial activity, it is necessary to make an application for an establishment permit based on the head of the managing director.

The conditions are linked:

– To the professional integrity of the administrator (previous declaration of non-bankruptcy).
– Has knowledge of business management either through a diploma, or previous experience, or failing that, by obtaining a certificate from the Luxembourg Chamber of Commerce after having completed 40 hours of training).
– The establishment of a lease demonstrating a’substantial’ presence in Luxembourg.

Taxation of the company’s profits is around 25%.

The level of social security contributions for employees and employers does not exceed 25%.

2- SOCIÉTÉ À RESPONSABILITÉ LIMITÉE (SARL)

The SARL must have a minimum of 1 partner and a maximum of 40. They may be natural or legal persons Their liability is limited to their contribution.
The minimum capital is 12,000 EUR, and must be fully paid up at the time of incorporation.

The incorporation of a SARL in the Grand Duchy of Luxembourg is made by a notarial deed A SARL is managed by one or more managers, partners or not partners.

To carry on a commercial activity, it is necessary to apply for an establishment permit based on the manager’s head.

The conditions are linked:

– To the professional integrity of the manager (previous declaration of non-bankruptcy).
– Has knowledge of business management either through a diploma, or previous experience, or failing that, by obtaining a certificate from the Luxembourg Chamber of Commerce after having completed 40 hours of training).
– The establishment of a lease demonstrating a’substantial’ presence in Luxembourg.

Taxation of the company’s profits is around 25%.

The level of social security contributions for employees and employers does not exceed 25%.

3- SOCIÉTÉ À RESPONSABILITÉ LIMITÉE SIMPLIFIÉE (SARL-S)

It is a simplified limited liability company whose capital may be limited to one EUR but with the obligation to set up an additional reserve (minimum 5% on the net profit) so that the share capital and this reserve reach 12,000 EUR.

The partner may be unique but this partner may only hold one SARL S.

The incorporation of SARL S can be done by private deed without a notary.

A SARL is managed by one or more managers, partners or not partners.

To carry on a commercial activity, it is necessary to apply for an establishment permit based on the manager’s head.

The conditions are linked:

– The professional integrity of the manager (previous declaration of non-bankruptcy)
– Has knowledge of business management either through a diploma, or previous experience, or failing that, by obtaining a certificate from the Luxembourg Chamber of Commerce after having completed 40 hours of training).
– The establishment of a lease demonstrating a’substantial’ presence in Luxembourg

Taxation of the company’s profits is around 25%.
The level of social security contributions for employees and employers does not exceed 25%.

4- SOPARFI

The concept of SOPARFI, an acronym created by practitioners but not included as such in any text, combines a tax concept (parent and daughter company regime) and an economic concept (activity mainly but not exclusively devoted to the management of shareholdings). Thus the company may have a holding company activity and a commercial activity subject to income taxes and VAT. It is therefore a mixed holding company.

The Soparfi can take the form of an SA or a SARL.

As regards the activity of a pure holding company, there are two main tax measures, namely:

– Exemption of dividends received by Soparfi (subject to conditions)
– Exemption from capital gains tax on the sale of shares held by Soparfi (subject to conditions)
– The benefit of international tax treaties of no double taxation

As far as commercial activity is concerned, it takes over the processing of a SA or SARL.

Taxation of the company’s profits is around 25%.

The level of social security contributions for employees and employers does not exceed 25%.

5- SOCIÉTÉ DE GESTION DE PATRIMOINE FAMILIAL (SPF)

The Family Wealth Management Company, commonly known as “SPF”, a company designed and adapted for individuals as part of their wealth management.

The SPF often takes the form of an SA or a SARL.

The activity is strictly limited to the acquisition, holding, management and realisation of financial assets such as:

– Shares, bonds, shares of listed or private companies,
– Structured products, hedge funds, precious metals, options, warrants, indices, currencies, currency positions,…
– Guarantee or make cash advances to its subsidiaries as long as it is free of charge (without interest

The SPF may not carry out any commercial activity, nor hold direct real estate or intellectual property rights. It cannot manage other companies.

It may hold entities (non-transparent) that carry out these commercial or management activities or hold real estate assets directly.
The SPF benefits from very attractive tax measures because it benefits from many advantages:
– Total exemption from income tax or withholding tax (but exclusion of all tax treaties).
– Payment only of the 0.25% subscription tax on the basis of the SPF’s’ financial area’.

6- TRANSFER OF HEADQUARTERS

7- SECURITIZATION

A project leader is in need of financing a structuring in the form of a securitization company.

This may involve setting up their own securitization structure or creating a new sub-fund in securitization company.

The main purpose of this company is to offer bond structuring to companies seeking financing for their expansion.

This has two major advantages: The first is a bond issue structure within a secure and recognized framework in Luxembourg including asset engineering (lawyer, chartered accountant, custodian bank and securitization company).

The second is that the company has access to a product that meets market standards to attract third-party investors.

I assist project promoters in the design and marketing of this obligation.

Home Office: +352-27765002
(Between 07:00 A.M and 9:00 A.M)

Cell: +352-691-500009

Email: wm@wissammobayyed.eu

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