LUXEMBOURG
CORPORATE SERVICES
PERSONAL TAX AND SALARY SERVICES
The Luxembourg SA is the most common legal form of company in Luxembourg today.
A Luxembourg SA is a Public Limited Company registered in Luxembourg whose capital is divided into shares and which is formed by one or more persons who contribute a specific agreed amount of the capital.
Since the Law of 25th August 2006 a Luxembourg SA may have a sole shareholder upon formation where all its shares are held by a single person. The liability of the shareholder/s is limited to the amount of the agreed contribution of capital which remains unpaid. At least one ordinary general meeting must be held each year on the day and at the time indicated in the Articles of Association of the Luxembourg SA. Shareholders can be represented by power of attorney, present by conference call or deliver their vote in writing in advance of the meeting.
The shares of the Luxembourg SA can be in registered or bearer form. They are freely transferable unless otherwise provided in the Articles of Association. The ownership of registered shares is evidenced by the share register of the Luxembourg SA. It is possible to issue voting and non-voting shares. Voting shares can be suspended but only for non-payment of subscribed capital after a capital call. One share entitles a shareholder to one vote only. It is possible to create different classes of shares with different categories of economic rights such as preferential dividend, priority in liquidation.
The Luxembourg SA has a minimum capital of €31,000 which must be subscribed for in its entirety. At least twenty five percent of each share must be paid-up at the time of formation in cash or by means of contribution other than cash. There is no time limit provided by Luxembourg Law for the payment of the remaining amount even though the directors are under an obligation to call the remaining subscription price if funds are needed by the company. Any shares issued against contributions other than cash must be paid-up within a period of five years after the time of incorporation. Contributions in kind require a report to be issued by an independent auditor (Réviseur d’entreprises).
Luxembourg SAs are managed by a board of directors or a management board together with a supervisory board. The board of directors has at least three directors. However since 2006 a Luxembourg SA with a sole shareholder can have only one director. This would only be increased if more shareholders are added. The directors are appointed by shareholders for a maximum of 6 years. Their mandate is renewable and can be revoked with or without cause.
The representation of the Luxembourg SA towards third parties is delegated to the board of directors (or management board if appropriate) unless the Articles of Association grant a general power of representation to one or more directors. Such provision is effective with respect to third parties upon publication of the Articles.
The authority for the day-to-day management of the business of the Luxembourg SA is normally given to a single director by the board of directors or by the management board. This director can be either a member of the board of directors or the management board or any other agent, but not a member of a supervisory board. His liability for such actions in managing the business is governed by the general rules regarding liabilities of directors.
LUXEMBOURG SA
