The steps of the creation
From the reflection...
Whatever the case, creating your first company, growing your business in the Benelux, re-organization of your group of companies, participations acquired in other companies, a great reflection need to be provided before anything. It is important to have a good visibility of your projects to determine the best solution for your expectations. We will be extremely attentive to your needs, your specifications and goals. So we can give you our opinion on the feasibility at a Luxembourg company level. We will review the tax side (optimizing your taxes), the social side (cost optimization of your staff) and the commercial side (optimizing your net margins). We determine thus the points on which we can find an optimization but also constraints to your projects.
...to the realization
Once your projects are well-bounded and clearly established, we can begin together to structure the foundation of your new company. And it all starts with the development of a draft for the statutes of the society. We'll detail the names of shareholders, the company name, the distribution of shares, the members of the management bodies, the headquarter, the date of holding the Annual General Meeting, if necessary the presence of the auditor, the management board etc... Regarding the name of the company, we will verify the uniqueness of the name to RCS because each company must have a unique name in Luxembourg.
1 - Collection of Documents
Before continuing, we will collect a set of documents that will be needed for the bank, the notary and for us. You will find a complete list of required documents here. These documents will be used to make an identification of beneficiaries whether as natural or legal person. We must always know the last physical beneficiary. This approach is clearly inscribed in the circular issued by the CSSF (Financial Sector Supervisory Commission), on the fight against money laundering and terrorist financing. If you would like more information on this subject, we invite you to read this document of the CSSF.
2 - Bank account
It is now that we're going to need some of the documents to proceed with the opening of a bank account in the name of the future company. We will have a detailed description of your activities, present the people involved and provide the draft statutes of association to one of our contacts with our banking partner. This one will study your file and submit it to the compliance department (department in charge of assessing whether the files are compliant with the specifications of the bank). Once the acceptance is received, the financial advisor will proceed to open the account in order to proceed with the filing of the necessary funds in the company's capital, i.e. 12.500,- € for LLC [details of a LLC], or 31.000,- € for an Ltd [details of an Ltd].
The funds can be made in different ways: either in cash (will then be necessary proof from a bank of the origin of such funds) or by bank transfer or by check (beware, the check processing time is long enough and a fee is charged). When the funds are available on the bank account, we receive a blocking certificate money for the company addressed to the notary, proof proving that social capital is at the disposal of the company.
3 - The notary
Alongside the opening of the day, we have also conveyed the same information to the notary with whom we work so that his study could write the definitive statutes of the company and verify that they are conform to the Luxembourg regulations. The notary is the only professional in Luxembourg allowed to form a company (this applies to commercial and financial companies).
Once the statutes are written, we all fix an appointment to present you before the notary to sign the statutes so that the notary can then send all documents to the administrations in charge of corporate management in particular Trading Companies Registry (RCS). After signature, the notary will hand us a certificate of release of capital funds to bank so that the company can immediately dispose of his cash.
Congratulations!
It's done! Your company is established. It exists officially. Of course our work is not finished yet because even if legally speaking your company is existing, it is not yet ready to trade. We'll have to wait about 2 weeks for the latter to be registered at the RCS with an identification number. The operations to follow are: the original listing application to the system of EU VAT, the application of a trade permit to start and membership of the Joint Centre of Social Security. You will find all information by following the links on each page.