Limited Liability Company

Method of establishment

The LLC may not proceed with the public offering of shares. It may only be incorporated by an act of incorporation signed by a notary by the founder or founders.
Proxy: All future shareholders do not have to appear personally before a notary. They may be represented by representatives provided with proxies.

Constitution

It includes the following statements:

Identity of the signatories of the act;

Legal form and name;

Headquarters;

Corporate purpose;

Amount of subscribed capital and paid-up capital;

Duration of the company;

Note that all subsequent modifications of the above points will require a new mandatory appearance before the notary (with the exception of point 1). This is what we call a statutory modification.

Denomination

The LLC can adopt as name:

A particular denomination;

The designation of its corporate purpose;

A name with the name of one or more associates;

The name must be strictly unique to the Grand Duchy of Luxembourg.

Corporate Purpose

The purpose must reflect the actual activity to be performed within the company. It is based on this corporate purpose that will be assigned the trade permit [see Trade permit]. This corporate purpose can be social commerce activity (purchase, sale, trading of products or services), financial activities (Detention and optimization of Securities or Shares) or both at once.

Number of associates

To form an LLC, one associate is enough and the maximum number is set by law at 40 persons (natural or legal). Shareholders can be natural or legal persons (if authorized by their statutes to do such an operation).
No residency or citizenship is required. This means that a Luxembourg LLC can be formed by a non-resident or a company established in another country.

Social capital

The minimum amount of share capital is set at 12.500 €. This capital must be fully subscribed and paid. It is possible to build this capital either in cash or by contribution in kind. Given the character "Intuitu Personae", it is not necessary to have an auditor ratio for real and personal property brought to the capital.

Shares

The representing shares in the capital are always nominatives. They are represented by nominative participation certificates attesting to their registration in the LLC. The shares are freely transferable between associates. In case of transmission by death, the heirs are treated as associates. The assignment or transfer to third parties requires the approval of the general meeting, acting by a majority of ¾ of the share capital. The assignment must be established by notarial deed or by private deed. It will be published in the Register of Companies (RCS).

General Meeting

The holding is not required as the number of associates is not more than 25.

Management

The manager or managers are appointed by the associates, either in the deed of incorporation or subsequently. The manager or managers may be natural or legal persons. The law does not impose a condition of nationality or residence.
It should be noted that the trade permit is subject to various conditions, including personal repute and professional qualifications of the management.
The manager or managers are appointed for a limited time or indefinitely. In both cases, unless otherwise statutory provision, they can only be dismissed for legitimate reasons.
The manager has all powers that are not reserved to the General Meeting, to perform the acts necessary for the realization of the corporate purpose.

Status of the Manager

The management may be made free of charge or paid.
If the management is provided by the majority shareholder, the manager will adopt the self-employed. He will ensure himself the payment of social security contributions. If the management is occupied by a partner with strictly less than 25% of the shares (that is to say 24%), then it may be an employee of the company.

External Auditor

Only LLCs with more than 25 shareholders are subject to mandatory supervision by one or more auditors, shareholders or not, appointed in the memorandum of establishment. Any modification of one or more auditors shall be published in the RCS.