Coporate Issue : di...
 
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Coporate Issue : difference between luxembourg companies regime

Private limited liability company (Société à responsabilité limitée or S.à r.l.) Prior to the incorporation meeting, the share capital amount (ie, at least €12,000) will have to be deposited on the Luxembourg bank account of the company. The bank will block the share capital amount and issue a blocking certificate to the attention of the Luxembourg notary. The incorporation meeting will have to be held in the presence of a Luxembourg notary public (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.à r.l. and adopt its articles of association. The share capital amount will be released after incorporation. The incorporation deed including the articles of association will have to 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. can 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 to the Luxembourg notary. No external audit report is required. An S.à r.l. exists as from the date of its incorporation meeting. Public limited liability company (Société anonyme or S.A.) Prior to the incorporation meeting, the share capital amount (ie, at least €30,000) will have to be deposited on the Luxembourg bank account of the company. The bank will block the share capital amount and issue a blocking certificate to the attention of the Luxembourg notary. The incorporation meeting will have to be held in the presence of a Luxembourg notary public (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 association. The share capital amount will be released after incorporation. The incorporation deed including the articles of association will have to 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.A. can 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 an external auditor (réviseur d’entreprise agréé) to the Luxembourg notary. An S.A. exists as from the date of its incorporation meeting. Special limited partnership (Société en commandite spéciale or SCSp) The SCSp may be formed before a Luxembourg notary or under private seal, which is the most common. 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 one general partner (associé commandité) and at least one limited partner (associé commanditaire). The contributions can be made by means of a contribution 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 one month from its execution and published with the Luxembourg electronic gazette (Recueil Electronique des Sociétés et Associations).

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