Choosing the optimum and most appropriate business form requires in-depth analysis which can be carried out with assistance of Luxembourg Unlimited S.à r.l.
Limited Liability Company (société à responsabilité limitée - S.à r.l.) and Public Limited Company (société anonyme – S.A.) are the most commonly used legal entities in Luxembourg.
Limited Liability Company (société à responsabilité limitée – S. à r.l.) is the most common form of company (around 2/3 of companies in Luxembourg are SARL`s).
Limited Liability Company (LLC, Ltd/SARL) has characteristics of capital company (liability of partners limited to amount of their contributions) as well as characteristics of partnership (non-transferable company shares). Minimum capital of Limited Liability Company is EUR 12,500 and capital must be contributed in full. The capital is divided into registered shares and each share has the same value. Share value is required to be at least EUR 25. Capital may consist of non-cash contributions or combination of cash and non-cash contributions. In contrast to Public Limited Company (PLC, Corp/SA), no valuation on non-cash contributions needs to be performed by independent auditor. Limited Liability Company can have between 2 and 40 partners. There is also a form of 'single member' S.à r.l., which allows single partner to benefit from the advantages of S.à r.l.
Public Limited Company (société anonyme – S.A.) is often chosen as a form of company for large businesses, but it is also an option for small and medium enterprises as shares in such companies can be bearer shares and are therefore easily transferable. Minimum capital of Public Limited Company (PLC, Corp/SA) is EUR 31,000. The capital needs to be subscribed in full. Also, at least 25% of nominal value of each share requires to be paid up. The bearer shares can only be issued once the company‘s capital is fully paid up. However, the registered shares may be converted into bearer shares. Share capital can be contributed in form of non-cash contributions or combination of cash and non-cash contributions. Non-cash contributions are required to be valued by independent auditor.