Incorporation process of a company

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  1. Compliance work, identification of the Beneficial owner and the origin of funds
  2. Check the availability of the name of the company
  3. Draft of the articles of association of the company and the proxies for the incorporation of the company
  4. Opening a bank account
  5. Wiring the amount of the share capital on the bank account
  6. Make an appointment with a notary
  7. Issue by the bank of a certificate blocking the fund
  8. Meeting with the notary and issue of a certificate by this latter to unblock the funds
  9. Filing the deed with the Luxembourg Trade Register
  10. Publication of the articles of association in the Luxembourg Official Gazette (“Memorial C”)
  1. Compliance work, identification of the Beneficial owner and the origin of funds

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As a preliminary step before going further with the process, we have the legal obligation to “know our customer”. This means that we have to know details about your project as well as to collect legal documents ascertaining your identity (i.e. passport or identity card). This is always done in the strictest confidentiality as we are bound by the professional secrecy.

We also have the legal obligation to identify the origin of funds that will flow to the company, be it from private wealth, from inheritage, or professional activities or from any other group company.

  1. Check the availability of the name of the company

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The availability of the contemplated name of the company to be incorporated should be checked.

  1. Draft of the articles of association of the company and the proxies for the incorporation of the company

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Our assistance may be provided for the draft of the articles of association of your company based on the choice of the legal form and specificities of your project such as different classes of shares or restriction on the transfer of shares, etc. The articles of association may be drafted in French, German or English but in this latter case, they should be translated into French or German.

The shareholder is not necessarily required to physically attend the meeting with the notary. In this case, a proxy needs to be signed in order to allow his/her/its representation in front of the notary for the incorporation.

  1. Opening a bank account

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We work with all banks in Luxembourg and may assist you in opening a bank account for your company. The bank also has its own due diligence process which needs to be complied with.

  1. Wiring the amount of the share capital on the bank account

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The amount of the share capital should be wired to the bank account of the company prior the appointment with the notary. The minimum share capital for an S.A. is 31.000 EUR from which 6.250 needs to be paid up immediately. The minimum share capital for capital for an S.à r.l. is 12.500 EUR which needs to be fully paid up at the incorporation. (read more on legal forms)

  1. Make an appointment with a notary

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Most of the time an appointment with the notary can rapidly be taken and is combined with the previous steps to ensure the shortest delay for the incorporation process.

  1. Issue by the bank of a certificate blocking the fund

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For the incorporation or for any further capital increase (in cash), the notary needs to be provided with a certificate from the bank which ensures that the company has well the given amount of money at its disposal. For this purpose, the bank blocks the money on the bank account and issue a certificate for the attention of the notary with the amount on the bank account.

  1. Meeting with the notary and issue of a certificate by this latter to unblock the funds

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The deed can now be signed in front of a notary and this latter issues a certificate for the attention of the bank to unblock the funds

After the reception of such certificate by the bank, the company is fully operational. However two additional steps come afterwards and complete the incorporation.

  1. Filing the deed with the Luxembourg Trade Register

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This is automatically done by the notary after the signature of the deed. The Company will receive an identification number such as B-151 507

  1. Publication of the articles of association in the Luxembourg Official Gazette (“Memorial C”)

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After the filing to the Trade register, the deed is published in the Luxembourg official gazette and can be found at the following address http://www.legilux.public.lu/entr/index.php