Luxembourg offers an incorporation regime under the Law of 10 August 1915 on commercial companies, administered by Luxembourg Business Registers through the Registre de Commerce et des Sociétés ("RCS"). It is a leading EU base for holding, fund, and fintech structures thanks to an extensive treaty network, the participation exemption, and a strong financial ecosystem.
Most founders use the société à responsabilité limitée ("SARL", private limited company) under the Law of 1915, with 1–100 shareholders and limited liability. Alternatives include the société anonyme ("SA", public limited company), the low-capital SARL-S, and a branch of a foreign company.
A SARL requires share capital of €12,000 (≈ $13,920), fully subscribed and paid up, while an SA requires €30,000 (≈ $34,800) (25% paid up). There is no residency requirement for the manager (gérant) or shareholders, but a Luxembourg registered office is needed and incorporation requires a notarial deed. Registration is completed by the notary with the RCS, with beneficial owners filed to the Register of Beneficial Owners ("RBE"); the process typically takes one to two weeks. Notary and RCS fees apply.
The Administration des contributions directes charges corporate income tax of 16% on income above €200,000 (14% below €175,000) which, with the 7% solidarity surcharge and municipal business tax, gives an aggregate rate of about 23.87% in Luxembourg City; VAT is 17% (the EU's lowest) once turnover exceeds €50,000 (≈ $58,000). A 15% minimum effective tax applies to large groups (turnover ≥ €750 million). Audited annual accounts are filed with the RCS unless small-company thresholds are met, and beneficial owners must be kept current in the RBE.