Prior to the incorporation meeting, the share capital amount (ie, at least EUR 12,000) must be deposited into the Luxembourg bank account opened in the name of the company. The bank will block the share capital amount and issue a blocking certificate to the attention of the instructed Luxembourg notary. The incorporation meeting must be held before a Luxembourg notary (to which the shareholders may be present or represented on the basis of proxies) at the occasion of which it will be decided to incorporate the S.à r.l. and adopt its articles of incorporation. The share capital amount will be released after incorporation and the instructed Luxembourg notary will issue a deblocking certificate, which will allow the bank to release the amount blocked. The incorporation deed, including the articles of incorporation, must be filed with the Luxembourg Register of Commerce and Companies within one month and will be published in full to the Luxembourg electronic gazette (Recueil Electronique des Sociétés et Associations).
An S.à r.l. may also be incorporated by means of a contribution in kind (or a mix of cash and kind), the value of such contribution having to be certified by the contributing shareholder, as founder of the company, to the Luxembourg notary. No external audit report is required.
An S.à r.l. exists as from the date of its incorporation meeting.
Prior to the incorporation meeting, the share capital amount (ie, at least EUR30,000) must be deposited into the Luxembourg bank account opened in the name of the company. The bank will block the share capital amount and issue a blocking certificate to the attention of the instructed Luxembourg notary. The incorporation meeting must be held before a Luxembourg notary (to which the shareholders can be present or represented on the basis of proxies) at the occasion of which it will be decided to incorporate the S.A. and adopt its articles of incorporation. The instructed Luxembourg notary will issue a deblocking certificate, which will allow the bank to release the amount blocked.
The share capital amount will be released after incorporation. The incorporation deed including the articles of incorporation must be filed with the Luxembourg Register of Commerce and Companies within 1 month and will be published in full to the Luxembourg electronic gazette (Recueil Electronique des Sociétés et Associations).
An S.A. may also be incorporated by means of a contribution in kind (or a mix of cash and kind), the value of such contribution certified by an external auditor (réviseur d’entreprise agréé) designated by the founding shareholder(s) to the Luxembourg notary.
However, no report of an external auditor will be required if at least 90 percent of the share capital to be issued is paid by contribution(s) in kind, under the following conditions:
An S.A. exists as from the date of its incorporation meeting.
The SCSp may be formed under private seal (or before a Luxembourg notary, which is uncommon in practice). There is a high level of contractual freedom, the provisions applicable to the SCSp being contractually provided for in the limited partnership agreement. The SCSp is formed by the execution of the limited partnership agreement by at least 1 general partner (associé commandité) and at least 1 limited partner (associé commanditaire).
The contributions can be made by means of contributions in cash, kind or industry. No external valuation is required.
An SCSp exists as from the date of execution of its limited partnership agreement. Extracts of the limited partnership agreement must be filed with the Luxembourg Register of Commerce and Companies within 1 month from its execution and published with the Luxembourg electronic gazette (Recueil Electronique des Sociétés et Associations).
Last modified 7 Aug 2023
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