Luxembourg Company Registration | Set Up a Company or Holding Company in Luxembourg
Set up a company in Luxembourg
Looking into Luxembourg company registration or planning to set up a company in Luxembourg? Foreign founders most often form a private limited company (S.à r.l., minimum capital EUR 12,000) or a public limited company (S.A., minimum capital EUR 30,000). A notary executes the deed of incorporation, and the company is then registered in the Trade and Companies Register (RCS) kept by Luxembourg Business Registers (LBR). Foreign founders can own 100% of the company. Luxembourg is a founding EU member state with a normal tax system. It is not an offshore jurisdiction and should not be planned as an offshore company.
The Grand Duchy of Luxembourg is a leading international financial center, known in particular for investment funds and cross-border financial services, and a common European location for a Luxembourg holding company (SOPARFI). From the 2025 tax year, corporate income tax is up to 16% (a combined rate of 23.87% in Luxembourg City), and the standard VAT rate is 17%. NSS Group (戰國策集團) offers a one-stop Luxembourg company formation service, from entity and holding structure assessment, the bank capital certificate, notarization and RCS registration to tax, VAT and annual accounts, so international businesses can expand into the EU.
The SOPARFI (financial participation company) is the most common form of Luxembourg holding company. It is usually set up as an S.à r.l. or S.A. and taxed normally. When conditions on shareholding percentage, holding period and the subsidiary’s tax burden are met, dividends from subsidiaries and capital gains on the sale of shares can be tax exempt. Dividends it pays to qualifying shareholders can also often benefit from a withholding tax exemption or reduction, thanks to Luxembourg’s wide double tax treaty network and the EU Parent-Subsidiary Directive.
Leading lawyers, accountants, bankers and fund managers from around the world work here and can provide one-stop professional services for the most complex cross-border transactions.
platform for international finance
Luxembourg’s success is not only about tax. It comes from the depth and expertise of its whole financial ecosystem.
Its core strengths are these four:
Setting up an S.à r.l. or a holding company (SOPARFI) in Luxembourg follows a strict process. A local notary must execute the deed of incorporation, and the work is done with the help of lawyers and corporate service providers. Luxembourg is a platform built for international investment and asset management.
Its value goes well beyond tax and lies in its reputation and professional expertise. With NSS Group’s network and hands-on experience, we connect you with Luxembourg legal and financial specialists and help you build a sound, efficient structure for your global assets.
Confirm the entity type (S.à r.l., S.A. or a SOPARFI for holding purposes), the shareholder and manager structure, business activities and registered address, and check with the RCS that the company name is available. The bank and the notary run KYC due diligence on shareholders, directors and ultimate beneficial owners.
Open a capital account for the company at a Luxembourg bank and pay in the capital. An S.à r.l. must pay up EUR 12,000 in full, and an S.A. must pay up at least 25% of EUR 30,000. The bank issues a certificate that the capital is in place, which goes to the notary. Contributions in kind require a valuation report from a statutory auditor (réviseur d’entreprises).
A Luxembourg notary executes the deed of incorporation (acte constitutif), which sets out the legally required details such as the company name, entity type, business activities, capital, shareholders and managers. Notarization is complete once the shareholders or their authorized proxies sign.
The notary or service provider files the company details electronically with the Trade and Companies Register (RCS) of Luxembourg Business Registers (LBR) and publishes the articles, and the company receives its RCS number. After incorporation, the company must file its beneficial owner information with the Register of Beneficial Owners (RBE) as required. Companies carrying out commercial activities also need a business permit.
After incorporation, the company registers with the Luxembourg Inland Revenue (ACD) for corporate income tax, municipal business tax and net wealth tax, and with the Registration Duties, Estates and VAT Authority (AED) for VAT. It can then start trading.
service
- Company name search and reservation
- Preparation and filing of registration documents
- Drafting of governing documents
- Collection of the registration certificate
- Luxembourg bank account options
- Account opening document preparation
- Appointment booking and accompaniment
- Post-opening support
- Registered address
- Company secretary appointment
- Annual filing services
- Document custody and management
- Bookkeeping
- Tax filing and planning
- Financial statement preparation
- Audit arrangement
- Trademark search and assessment
- Trademark application filing
- Trademark maintenance and renewal
- Infringement protection advice
- Company change filings
- Share transfer support
- Company deregistration
- Legal advisory support
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- Company name search and registration
- Preparation and filing of registration documents
- Drafting of governing documents
- Registration certificate and company documents
- Registered address service for the first year
The actual cost depends on the entity type, share capital structure and any extra services. We give a transparent quote with no hidden fees.
Statutory capital and official fees are separate: the minimum capital is EUR 12,000 for an S.à r.l. and EUR 30,000 for an S.A., and notary fees and RCS registration fees are charged at actual cost. See the fee breakdown below.
How much does Luxembourg company registration cost? Capital and fee breakdown
A Luxembourg company is registered in the Trade and Companies Register (RCS) run by Luxembourg Business Registers (LBR), and an S.à r.l. or S.A. must be formed by a deed executed before a notary. The main items are listed below so you can check each line when you compare quotes.
| Item | Rule or fee | Notes |
|---|---|---|
| Private limited company (S.à r.l./SARL) minimum capital | EUR 12,000 | Must be fully subscribed and paid up at incorporation. 1 to 100 shareholders, who can be individuals or legal entities. |
| Public limited company (S.A.) minimum capital | EUR 30,000 | Must be fully subscribed, with at least 25% paid up at incorporation. |
| Simplified private limited company (S.à r.l.-S) | Minimum capital EUR 1 | Only individuals can form it, and it can be set up by private deed. It is meant for founders in certain sectors such as crafts and trade, and does not suit a holding structure. |
| Notarial deed of incorporation | Notary's fees | An S.à r.l. or S.A. must be formed before a notary. |
| RCS registration and publication | Fees published by LBR | Filed electronically. Filing at the LBR counter costs extra. |
| Business permit, registered address, accounting and agent services | Quoted case by case. NSS Group gives a free assessment and then a written quote. | |
Capital amounts are based on the entity type guides on guichet.public.lu, checked in October 2026. The latest official notices prevail.
Luxembourg company tax: corporate income tax and 17% VAT
The Luxembourg Inland Revenue (ACD) levies corporate income tax (IRC) and municipal business tax on Luxembourg companies. The Registration Duties, Estates and VAT Authority (AED) administers VAT.
| Item | Rule | Notes |
|---|---|---|
| Corporate income tax (IRC, from the 2025 tax year) | 14% on taxable income up to EUR 175,000; 16% above EUR 200,000 | Between EUR 175,000 and 200,001, the tax is EUR 24,500 plus 30% of the excess. An employment fund surcharge of 7% of the IRC is added. |
| Combined rate (Luxembourg City example) | 23.87% | IRC of 16%, plus 1.12 percentage points of employment fund surcharge and 6.75 percentage points of municipal business tax. Other municipalities use their own rates. |
| Standard VAT rate | 17% | There are also an intermediate rate of 14%, a reduced rate of 8% and a super-reduced rate of 3%. |
| Dividend withholding tax | 15% | Exempt if the participation exemption or similar conditions are met. Foreign shareholders may get a lower rate under a tax treaty. |
| Net wealth tax | Capital companies such as an S.à r.l. or S.A. must file | Rates and the minimum tax follow ACD notices. |
| Annual accounts | Approved within 6 months after the financial year end and filed with the RCS within 1 month after approval | That is, within 7 months after the financial year end. The accounts must first be validated on the eCDF platform. |
Tax rates follow notices from the Luxembourg Inland Revenue (impotsdirects.public.lu) and the indirect tax portal (pfi.public.lu). For your own case, have a Luxembourg tax advisor review your actual structure.
S.à r.l. or S.A.? Luxembourg entity types compared
To set up a company in Luxembourg or form a Luxembourg holding company (SOPARFI, a normally taxed capital company that can use the participation exemption, not a separate legal form), founders most often compare the S.à r.l. and the S.A.
| Item | Private limited company (S.à r.l.) | Public limited company (S.A.) |
|---|---|---|
| Minimum capital | EUR 12,000, fully paid up at incorporation | EUR 30,000, at least 25% paid up at incorporation |
| Number of shareholders | 1 to 100 | 1 or more; can raise funds publicly |
| Share transfers | Transfers to non-shareholders generally need shareholder approval | Generally freely transferable |
| Management | 1 or more managers (gérant), who can be legal entities | Board of directors or a sole director, as set in the articles |
| Best suited for | Holding companies, family investment, small and mid-sized operating companies | Larger groups, many shareholders or planned listing |
These are general principles. Choose based on your shareholder structure, financing plans and tax needs.
What foreign founders should know about setting up a company in Luxembourg
- Luxembourg is not offshore: Luxembourg is a founding EU member state. Companies pay tax locally and file validated annual accounts, and a holding structure needs real management in Luxembourg. It cannot be planned like an offshore company.
- The participation exemption has conditions: It generally requires a holding of at least 10% or an acquisition cost of at least EUR 1.2 million. A non-EU subsidiary must also be subject to a comparable tax (an effective rate of at least 10.5%), and the thresholds for capital gains and dividends differ. Confirm the structure before you set it up.
- Business permit and beneficial owners: Commercial, craft and some professional activities need a business permit (autorisation d'établissement) first. After incorporation, the company must file its beneficial owner (RBE) information as required.
- Bank account opening: Luxembourg banks review KYC, business activities and source of funds strictly. The capital must be deposited in the company account and a bank certificate issued before the notarial incorporation, so allow time for this.
- Check your home-country tax rules: Plan dividend repatriation and transfer pricing under the applicable tax treaty and your home-country rules, and check whether controlled foreign company (CFC) rules apply to you.
- Keep records of fund transfers: If a company in your home country invests in the Luxembourg company, check any outbound investment approval or reporting rules there, and keep contracts and supporting documents for all funds sent in and out.
Further reading
Sources: guichet.public.lu: S.à r.l.; guichet.public.lu: S.A.; guichet.public.lu: S.à r.l.-S; ACD: corporate income tax rates; ACD: combined corporate tax burden; AED: VAT rates; guichet.public.lu: dividend withholding tax; guichet.public.lu: net wealth tax and participation conditions; guichet.public.lu: filing annual accounts; Luxembourg Business Registers. The latest official notices prevail. This page is general information and is not legal or tax advice.
How long does Luxembourg company registration take?
What documents do I need to set up a company in Luxembourg?
To set up a Luxembourg company, you usually prepare the following first:
- 1. Identity documents for shareholders, directors and ultimate beneficial owners
- 2. Proof of address from the last three months and contact details
- 3. Luxembourg company name, entity type and registered address arrangement
- 4. A description of the business model, main trading regions and source of funds
- 5. Shareholding percentages, director appointments, KYC and required authorization documents
Do I need to be in Luxembourg in person to set up a company?
Most of the Luxembourg company setup can be done remotely through document preparation, authorized signing and a local agent, so you do not need to be there in person for the whole process. However, bank account opening, identity verification, special licenses or certain government procedures may require directors, shareholders or authorized persons to attend in person, join a video call or provide extra documents. We confirm the requirements in advance and help you arrange them.
What tax and filing obligations does a Luxembourg company have?
- 1. Corporate income tax (up to 16% from the 2025 tax year, plus the employment fund surcharge and municipal business tax) and VAT (standard rate 17%)
- 2. Annual filings, company registration upkeep, registered agent or secretarial services
- 3. Bookkeeping, eCDF validation of annual accounts, audit and Register of Beneficial Owners (RBE) records
What businesses and structures suit a Luxembourg company or holding company?
Who can help me register a company in Luxembourg?
NSS Group (go.ai.com.tw) can help. We provide one-stop support from pre-incorporation assessment to post-incorporation maintenance, reducing uncertainty in cross-border setup and compliance.
Our main services include:
- 1. Luxembourg entity type and structure assessment
- 2. Company name search, document preparation and registration filing
- 3. Bank account opening, KYC and cross-border payment documents
- 4. Bookkeeping, tax filing and annual compliance
- 5. Changes to shareholders, directors, address, shares and company details
- 6. Trademark registration, contract review and intellectual property planning
- 7. Website build, digital marketing and AI customer service setup
- 8. Ongoing business advisory and cross-border business support
We arrange your Luxembourg company setup, maintenance and ongoing support based on your industry, customer locations, banking needs and tax planning, so you can focus on growing your market.