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The 1990 Soparfi is a normally taxed European company, subject to full taxation and is fully protected and subject to the provisions of Luxembourg's double tax treaties. Luxembourg has however managed to conform to the European Commission Directives on dividends and capital gains in such a way that the Luxembourg Soparfi is one of the most efficient holding companies in Europe.
Taxable holding companies may also carry out commercial, financial, and/or industrial activities. In the case of a Soparfi Trading company, a trading authorisation or license (delivered by the Luxembourg Ministère des Classes Moyennes) is necessary.
S.A.R.L. (Société à Responsabilitée Limitée) and S.A. (Société Anonyme).
The Articles of Incorporation (The Acte de Constitution) must be prepared in the form of a deed. This deed should include:
A Certificate of Name Acceptability issued by the Trade Register is also required, together with a Certificate of Blockage produced by the proposed company's Luxembourg bankers, confirming that the paid capital has been deposited with them. These documents and information must then be presented before a Notary Public by the proposed company's appointed representative. After notarisiation, the Notary Public lodges the Articles of Incorporation and By-Laws with the Department of Registration and Trade Register. The Articles of Incorporation are then published in the Official Gazette.
As dictated by the objects in the Articles of Incorporation.
The Legislation is published in either French or German. The corporate documents can be in any language, provided they are accompanied by a French or German translation.
Yes, must be maintained in Luxembourg.
Due to the costs associated with incorporation and paid up capital requirements, shelf companies are not available.
Subject to adhering to the pre-requisite criteria, a company can be incorporated in two days.
Any name that is similar or identical to an existing name. Any name of a major international corporation, where written consent to incorporate is not available. Any name which in the opinion of the Trade Register is undesirable or offensive. There are no other specific rules regarding name restrictions. However, it is normal practice for the Trade Register to refuse names that are associated with the banking and insurance industries and any name that would suggest government patronage.
Can be in any language using the Latin alphabet. The Public Register may request a French or German translation if a foreign language is used.
The French, German and foreign names for bank, buildings society, savings, insurance, assurance, reinsurance, fund management, investment fund, council, municipal, co-operative or the foreign language equivalent.
Société Anonyme, SA or AG.
S.A. EUR 31,000
S.A.R.L. EUR 12,500.
Registered shares, bearer shares (only for S.A.), preference shares and shares with or without voting rights.
Corporate Income Tax (IRC) for Luxembourg trading companies is charged at 22.88% on worldwide income exceeding EUR 15,000, subject to foreign tax relief, in accordance with applicable double tax treaties.
A Municipal Business Tax (ICC) on profits of 6.75% is charged on taxable income exceeding EUR 17,500. The maximum effective rate is 29.63%. Losses may be carried forward indefinitely. Fiscal integration is also possible if the parent company owns at least 75% of the subsidiary. Capital gains for corporation are treated as ordinary income and taxed accordingly. Wealth Tax is charged on the net asset value of a company as at 1st Janauary of each year. There is a Withholding Tax of 15% on dividends (zero on dividends paid to an EC parent), one of 10% on royalties, but no one on interest. These may be reduced by tax treaties. The Capital Registration Duty of 1% (Droit d'Apport) is also to be paid on incorporation and substantial capital increases.Trading companies can benefit from Investment Tax Credit. These companies are subject to the Value Aded Tax and must register for VAT when their turnover exceeds EUR 10,000.
Luxembourg has entered into many double tax agreements. Correctly structured Luxembourg Companies may access Luxembourg's network of double tax avoidance treaties.
Treaties have been concluded with: Austria, Belgium, Brazil, Bulgaria, Canada, China, Czech Republic, Denmark, Finland, France, Germany, Greece, Hungary, Iceland, Indonesia, Ireland, Italy, Japan, Korea, Latvia, Lithuania, Malaysia,Malta, Mauritius, Mexico, Mongolia, Morocco, Netherlands, Norway, Poland, Portugal, Romania, Russia, Singapore, South Africa, Slovakia, Slovenia, Spain, Sweden, Switzerland, Thailand, Trinidad and Tobago, Tunisia, Turkey, United Kingdom, United States of America, Uzbekistan and Vietnam
Non-ratified treaties: Argentina, Azerbaidjan, United Arab Emirates, Estonia, Georgia, Moldavia, San Marino and Ukraine.
In negotiation: Lebanon, Serbia and Montenegro and Yugoslavia.
Not as such.
Yes. An annual audit is compulsory for S.A. Not for S.A.R.L. (exception).
The minimum number of directors is one for S.A. Companies and one for S.A.R.L Companies. They may be natural persons or bodies corporate. They may be of any nationality and need not be resident in Luxembourg.
The Luxembourg Companies Acts do not provide for the appointment of a company secretary.
The minimum number of shareholders is one for S.A. Companies and one for S.A.R.L. Companies.
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