Company registration · Luxembourg
Company registration in Luxembourg the European centre for funds and holdings
- Support
- from €4 500
- Registration time
- Participation exemption
The largest fund domicile in Europe and a serious holding jurisdiction.
The combined burden is corporate tax plus municipal business tax and the employment fund surcharge — and substance is a compulsory budget line.
Registration
from €4 500
Turnkey work by BRIDGES. Government fees and duties appear as a separate line in the estimate at actual rates.
See packagesParticipation exemption
Qualifying dividends and gains
2-4 weeks
Incorporation via a notary
Fund centre
The largest in Europe by assets
Who it suitsLuxembourg
Who Luxembourg suits
Working on the company structure- 01Investment funds and asset management platforms
- 02Large holding structures with international participations
- 03Securitisation and financing vehicles
- 04Groups raising institutional capital
- 05Structures where investors expect a Luxembourg vehicle
Does not suit
- Small business: the upkeep will not pay for itself
- You need a cheap operating company for invoicing
- There is no budget for substance, audit and directors
- You need a fast and simple set-up
Company forms4
Which company to open
The holding company and the regulated fund vehicles are what the jurisdiction is built around.
- 01Societe a responsabilite limitee · Sarl — limited liability company
Holdings, financing vehicles, operating companies.
Straightforward governance and access to the participation exemption.
Transfers of shares are restricted by law.
- 02Societe anonyme · SA — public limited company
Larger holdings and structures raising capital.
Bearer-free but flexible share structures and higher standing.
Higher capital requirement and heavier governance.
- 03SOPARFI · financial participation company
Groups holding international subsidiaries.
Participation exemption on qualifying dividends and gains.
Requires genuine substance for treaty and directive benefits.
- 04Fund vehicles · regulated and reserved structures
Fund managers and institutional investors.
Recognised across Europe and easy to market to investors.
Requires a manager, a depositary, an administrator and an auditor.
Packagesfrom €4 500
Three ways to launch
The scope is built from real scenarios, from a holding company to a full fund platform.
01 · 3-5 weeks
Holding company
from $4 500
Owning participations in a group
- Structure design and preparation of the notarial deed
- Incorporation through a notary
- Registration in the trade register
- Registered address for the first year
- Full set of corporate documents
02 · 6-12 weeks
Holding with substance
from $12 000
Treaty relief and dividend flows
- Everything in the Holding company package
- Resident directors and board meetings in the country
- Office and administrative support
- Bank file and submission to suitable banks
- Bookkeeping, annual accounts and the tax return
03 · from 3 months
Fund platform
by project
Raising capital from investors
- Everything in the Holding with substance package
- Choice of fund vehicle and drafting of the documents
- Appointment of manager, depositary and administrator
- Regulator application where required
- Investor documentation and reporting
Notary fees, director fees, depositary and audit costs appear as separate lines in the quote.
TaxesLuxembourg
Taxes in Luxembourg
The burden is the sum of several charges, and the holding regime is what makes the structure work.
Taxes in Luxembourg
Luxembourg
- Participation exemption
- Qualifying dividends and gains
- from $4 500
- BRIDGES fee
- 2-4 weeks
- Incorporation via a notary
- Fund centre
- The largest in Europe by assets
- Corporate income tax
- Charged on taxable profit at the statutory rate.
- Municipal business tax
- Charged in addition, at a rate set by the municipality.
- Employment fund surcharge
- Applied on top of the corporate income tax.
- Participation exemption
- Qualifying dividends and capital gains are exempt from tax.
- Net wealth tax
- Charged annually on the company’s net assets, with a minimum amount.
- VAT
- One of the lowest standard rates in the European Union.
Annual upkeep
- Registered address
- Director fees
- Annual accounts
- Statutory audit
- Tax returns
- Depositary and administrator
- Investor reporting
- Bank compliance
Notary fees, director fees, depositary and audit costs appear as separate lines in the quote.
Bank
The bank account after incorporation
Luxembourg banks serve institutional capital and expect a fully documented structure.
- 01What the bank looks at
The ownership structure, the investor base, the source of capital and the substance behind the vehicle.
- 02Which documents are needed
The corporate set, fund documentation, beneficiary profiles and evidence of the source of funds.
- 03Where the account is opened
With Luxembourg banks for the vehicle, and elsewhere in Europe for operating flows.
- 04What we do
We prepare the file, arrange the meetings and run the submission through to the result.
Minimum balances and documentation requirements here are high. A small structure will find the banking relationship uneconomic.
Stages3-5 weeks
How the work runs
Timelines are split by who is responsible.
- 01Consultation and structure
Investors, vehicle, substance, taxes, banking.
One meeting - 02Quote and contract
We fix the scope of work and the amount.
2-3 days - 03Compliance and notary preparation
Verification, collection of the set, drafting the deed.
2-4 weeks - 04Incorporation
Execution of the deed and registration.
1-2 weeks - 05Regulator where required
Application and responses to queries for fund vehicles.
from 8 weeks - 06Account and launch
Bank file, meetings and account opening.
The bank sets the timing
Result: The outcome is a Luxembourg structure that investors and banks accept: the right vehicle, real substance, an account and full reporting.
ComparisonLuxembourg
Luxembourg or Ireland
| Luxembourg | Ireland | |
|---|---|---|
| Fund industry | the largest in Europe | large, strong in listed funds |
| Holding regime | participation exemption | available with conditions |
| Corporate tax | corporate tax, municipal business tax and a surcharge | 12.5% on trading income |
| Language | French, German and English | English |
| Upkeep cost | high | medium |
| Substance | expected and closely monitored | expected, with a director requirement |
| Who it suits better | funds and large holdings | operating technology companies |
Luxembourg is the natural home for funds and large holdings. For an operating business the cost of upkeep rarely justifies it.
TeamBRIDGES
Company team
Questions
Registration questions
How much tax will the structure pay?+
The burden is the sum of corporate income tax, municipal business tax and the employment fund surcharge. Qualifying dividends and gains may be exempt under the participation exemption.
What is a SOPARFI?+
An ordinary company used as a holding vehicle for participations, with access to the participation exemption.
Why do funds choose Luxembourg?+
It is the largest fund domicile in Europe, and investors and distributors recognise its vehicles immediately.
How long does incorporation take?+
Two to four weeks for a company; fund vehicles requiring authorisation take several months.
Do I need resident directors?+
For treaty and directive benefits, yes in practice. Substance is what makes the structure defensible.
Is an audit mandatory?+
For funds always, and for companies above the statutory size thresholds.
Is there a net wealth tax?+
Yes, it is charged annually on net assets, with a minimum amount payable.
How hard is it to open a bank account?+
Realistic for a properly documented structure, but minimum balances and documentation requirements are high.
Is Luxembourg suitable for a small business?+
Generally no. The upkeep does not pay for itself below a certain scale.
Is the registry public?+
Yes, directors and shareholders are visible in the trade register.
Do I have to declare the structure at home?+
As a rule yes: owning a foreign company creates obligations in your country of residence.
What does upkeep cost?+
Address, directors, accounting, audit and, for funds, depositary and administrator fees. We set it out three years ahead.
A company for your task
Tell us what the company will do: we will check whether the country fits and show the launch and upkeep budget before the contract.
- Other jurisdictionsA comparison of countries for company registration.
- A company in the NetherlandsA more practical holding jurisdiction for operating groups.
- Corporate accountsHow an account is opened and what the bank checks.
- Isle of ManRegistration: 1-2 weeks · from $3 200
- JerseyRegistration: 1-2 weeks · from $4 200
- LiechtensteinRegistration: 3-5 weeks · from $6 500
Company registration
Want a company in Luxembourg?
Write to us, we will set it up. We will choose the form, calculate the launch and the annual upkeep, register the company and help open the account.
