LUXEMBOURG COMPANIES COMPARED

 LUXEMBOURG SARL

LUXEMBOURG SA

LUXEMBOURG SCA

SHARE CAPITAL

Minimum share capital  of
EUR 12,500 fully paid-up
at incorporation

Minimum share capital of
EUR 31,000 - minimum
payment of 25% only

 Minimum share capital of
EUR 31,000 - minimum
payment of 25% only

 Closely held company type
offering less flexibility than SA
and SCA - Registered shares
only

Registered or bearer shares (if fully paid up), unless otherwise provided in the articles of association; different voting/non-voting share categories possible, issue of preference shares, cumulative tape shares, as well as preference shares in line with nominal, or par, redemption values, and/or liquidation surplus is possible

 One or more limited partners (associé commanditaire) together with one or more general partners (associé commandité) - Choice of either registered or bearer shares for limited shares only; different voting/non-voting share categories possible, issue of preference shares, cumulative type shares, as well as preference shares in line with nominal, or par, redemption values, and/or liquidation surplus is possible.

Restrictions apply to the creation of different share categories

 Where several classes of shares exist and decisions taken by the general meeting could potentially affect the rights of a specific class of shareholders, the below quorum and majority requirements apply to each share category separately.

 As for SA

CORPORATE GOVERNANCE ISSUES

At least one manager (no residency/citizenship requirement applies) appointed for a limited or unlimited period.

Minimum of three directors (no residency/citizenship requirement), unless only one shareholder, when a minimum of one director applies, with equal voting rights - Signatory power may be regulated - Daily management may be entrusted to one single director; maximum term of 6 years (renewable). 

At least one manager, who must be a general partner.  The manager has the broadest management and control powers.  The manager may veto any decision taken by the general meeting, unless otherwise provided for in the articles of association (specific exclusions may thus be inserted). 

 Manager is responsible for ensuring compliance with applicable laws and regulations.

Board is responsible for ensuring compliance with applicable laws and regulations.  Directors are jointly responsible towards the company and third parties for violations or the law and the articles of association.  A director may be discharged from his responsibility if he has not taken part in the action which has resulted in the damages and has informed the general meeting thereof. 

 Manager is responsible for ensuring compliance with applicable laws and regulations.

Manager(s) may only be dismissed on serious grounds unless otherwise provided for in the articles of association.

Directors must be freely revocable; Board has all rights/powers to realise the purpose of the company with the exception of those powers reserved to the general meeting either by law or in the articles of association 

A manager may not be dismissed (given his veto right) unless otherwise provided for in the articles of association. 

EQUITY INTERESTS

No public debt/equity offering (private placement possible)

 Public offering specifically regulated

SA rules and regulations apply

 Transfer of shares to third parties requires a majority vote of shareholders representing at least 75% of the share capital.

Shares are freely transferable unless otherwise provided in the articles of association

Limited shares are freely transferable unless otherwise provided in the articles of association 

Changes to the articles must be decided by a majority of shareholders representing at least 75% of the share capital (with only two shareholders unanimity is thus required)

 Changes to the articles must be decided by a majority of shareholders representing at least 66.6% of the share capital.

See below.  The manager has a veto right (which may be specifically restricted)

No requirement to actually hold an annual general meeting (AGM) if less than 25 shareholders - AGM may thus be in written form only

Annual general meeting must be held 

Annual general meeting must be held 

Internal auditor must be appointed if more than 25 shareholders

 Internal auditor must always be appointed

Supervision by at least three statutory (internal) auditors acting through a supervisory board 

External auditor must be appointed if two of the following thresholds are exceeded:
Balance sheet total: EUR 3.125 million
Net Turnover: EUR 6.25 million
Average number of full-time staff: 50

As SARL

As SARL 

All voting/quorum thresholds may be increased (in the articles of association) but not reduced.

As SARL

As SARL