Financial Crime World

Corporate Law Requirements in Luxembourg

Overview

Luxembourg offers a favorable business environment for companies, with various types of corporate entities available, including private limited liability companies (S.à r.l.), public limited liability companies (S.A.), and special limited partnerships (SCSp). In this article, we will summarize the key points related to corporate law requirements in Luxembourg.

Annual Shareholders’ Meeting

  • Public Limited Liability Companies (S.A.): S.A.s must hold an annual shareholders’ meeting within 6 months of the end of their financial year to approve annual accounts. This is a mandatory requirement for all S.A.s operating in Luxembourg.
  • No Similar Requirement for Other Entities: There are no similar requirements for private limited liability companies (S.à r.l.) or special limited partnerships (SCSp).

Director/Officer Requirements

  • Public Limited Liability Companies (S.A.): If organized as a one-tier company, S.A.s require at least 3 directors (individuals or legal persons). However, if held by a sole shareholder, a sole director is permitted.
  • Private Limited Liability Companies (S.à r.l.): There are no specific nationality or residency requirements for managers and shareholders in Luxembourg.

Restrictions on Nominee Shareholders/Directors

  • Shareholder Disclosure: In Luxembourg, the shareholders are deemed to be those indicated in the shareholders’ register of the company.
  • No Disclosure for Directors: The identity of directors may be found in the Luxembourg Register of Commerce and Companies records and published with the Luxembourg electronic gazette (Recueil Electronique des Sociétés et Associations). However, there is no requirement to disclose or publish the identity of shareholders.

Public Disclosure

  • Director Information: The identity of directors is publicly available through the Luxembourg Register of Commerce and Companies and the electronic gazette.
  • No Requirement for Shareholder Disclosure: Unlike some jurisdictions, the identity of shareholders in Luxembourg is not disclosed or published.