Corporate Law at Luxembourg
Here’s an overview of Corporate Law in Luxembourg:
🏛️ Legal Framework
1. Luxembourg Company Law (Code de Commerce & Commercial Companies Law)
Corporate law in Luxembourg is primarily governed by the Law of 10 August 1915 on Commercial Companies, last amended several times, including a significant reform in 2016.
This law regulates the formation, operation, governance, and dissolution of companies.
2. EU Regulations
As an EU member, Luxembourg’s corporate law aligns with relevant EU directives, especially on company law, transparency, mergers, and shareholder rights.
🏢 Business Structures
Key company types in Luxembourg include:
Société Anonyme (S.A.)
The most common form for large enterprises and publicly traded companies.
Requires minimum share capital of €30,000.
Shareholders’ liability is limited to their contributions.
Governed by a board of directors or a dual board system (management board and supervisory board).
Société à Responsabilité Limitée (S.à r.l.)
Equivalent to a private limited liability company.
Minimum capital requirement of €12,000.
Suitable for small and medium-sized enterprises (SMEs).
Fewer formalities and less stringent governance rules compared to an S.A.
Société en Commandite par Actions (SCA)
A partnership limited by shares, used mainly for family businesses or private equity structures.
Société Coopérative (S.C.)
For cooperative business models.
📜 Corporate Governance
Luxembourg companies typically follow a board of directors structure, with duties and responsibilities regulated by law.
Public companies (S.A.) must hold annual general meetings and comply with reporting and audit requirements.
Shareholder rights include voting on key matters such as amendments to articles, mergers, and director appointments.
💼 Tax and Regulatory Environment
Luxembourg offers an attractive tax regime, which makes it a popular location for holding companies, investment funds, and international groups.
The country has robust anti-money laundering and transparency standards to comply with EU and international regulations.
🏦 Regulatory Authorities
Luxembourg Business Registers (LBR) handles company registration and filings.
Commission de Surveillance du Secteur Financier (CSSF) supervises financial institutions and certain corporate governance aspects.
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