What are the rules for drafting the articles of association of my company?

The articles of association or constitutional documents represent the company's fundamental charter which set out its operating rules.

Depending on whether you are a sole trader or an entrepreneur creating a company, you will not be subject to the same administrative procedures (drafting articles of association, legalisation by notary, etc.).

If you plan to create a commercial company in Luxembourg, you are required to draw up articles of association for the company. They must be drawn up in writing, either in French or in German, depending on the parties' wishes.

Under certain conditions, it is also possible to draw up the document in English.

You are required to have the articles of association drawn up by a notary if you plan to set up one of the following companies:

  • limited liability company (société à responsabilité limitée - SARL);
  • public limited company (société anonyme - SA);
  • European company (societas europea - SE);
  • partnership limited by shares (société en commandite par actions - SCA).

However, if you choose one of the following legal forms, you can choose to draw up the articles of association either before a notary or as a private deed (without a notary):

  • simplified limited liability company (société à responsabilité limitée simplifiée - SARL-S);
  • civil company (société civile);
  • partnership (société en nom collectif – SENC);
  • limited partnership (société en commandite simple - SCS);
  • a cooperative company (société coopérative - SCOP).

The articles of association must include the following information: company name, type of company, corporate purpose, trade name, share capital, registered office, life span of the company, the names of the jointly liable partners and of the business managers as well as the nature and limitations of their powers.

The notary must register the articles of association signed before a notary with the Registration Duties, Estates and VAT Authority (Administration de l’enregistrement, des domaines et de la TVA - AED). The notary must then lodge the documents electronically with the Trade and Companies Register (RCS) for the purpose of registration and publication in the electronic compendium of companies and associations (Recueil électronique des sociétés et associations - RESA).

If the articles of association were drawn up as private deeds, you have to file the documents within the month following their signature with the RCS for registration and publication in the RESA.

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