LUXEMBOURG
LUXEMBOURG BRANCH (SUCCURSALE)
Instead of creating a Luxembourg company a non-
The Luxembourg Branch is not a separate from its head office in legal terms as the parent company and Luxembourg Branch are the same single legal entity. The Luxembourg Branch does not have any shareholders, board of directors or stocks.
It is considered as a foreign extension of the head office.
The creation of the Luxembourg branch is made by a Private Act which is filed with the Register of Commerce and published in the Luxembourg gazette. The Luxembourg Branch of the company does not have its own capital, neither does it have a separate legal personality. In consequence it cannot be put into liquidation or be declared bankrupt.
A foreign company which wants to open a branch in Luxembourg must apply to the Ministère des Classes Moyens in Luxembourg for a trading permit.
The Luxembourg Banch is represented by a manager who has the same responsibility as a director or manager of a Luxembourg company
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FILIALE
A Luxembourg filiale has its own legal personality which is separate from the parent company. The activity of the Luxembourg filiale can be the same or different from that of parent company.
In most cases, the Luxembourg filiale adopts the form of a Public or Private Limited Company. A Luxembourg filiale is incorporated by a notarial deed. The minimum share capital is €31,000 for a SA and €12.500 for SARL.
A Luxembourg filiale can be liquidated The finanical responsibility of the parent company is limited to the amount of subscribed and unpaid share capital. A Luxembourg filiale is subject to the same formalities as other Luxembourg companies and must obtain a trading permit.