Constitutional documents / articles of association
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The articles of association are the constitutional documents and the company's fundamental charter which set out its operating rules.
It is a key element in the process of setting up a business.
For commercial companies, the articles of association make the company a legal entity (legal personality) meaning that it can act as such and make commitments to third parties.
Who is concerned
Any (future) entrepreneur, whether a natural or legal person, wishing to create a commercial company in Luxembourg is obliged to draw up articles of association for the company.
Prerequisites
For limited liability companies (SARL, SA, SE, SCA), the articles of association must be drawn up before a notary.
For unlimited liability companies (SENC, SCS, cooperative companies, civil companies), the articles of association can be drawn up as a private deed (i.e. without the involvement of a notary) or before a notary.
Preliminary steps
Before setting up a company, entrepreneurs can check the availability of the name they wish to give to the company by doing a search on the website of the trade and companies register (RCS).
A business permit is not required in order to set up a company. However, if the planned activity requires a business permit or other specific permits or licences, it is advisable to ensure that the person responsible for the management or administration of the business satisfies the conditions for access to the profession.
Costs
The notary fees which apply to notarised deeds are set by government regulation. They are calculated depending on the type of deed to which they refer and are based on the fee scale set by the Chamber of Notaries.
How to proceed
Mandatory information
The purpose of the constitutional document is to determine how the company operates and must include at least the following information:
- company name;
- company type;
- company object;
- trade name;
- share capital;
- registered office;
- lifetime of the company;
- names of joint partners;
- names of business managers and indication of the type and extent of their powers.
The articles of association may also include additional clauses.
Prohibited clauses
However, some clauses are forbidden and should be considered as null and void. This is the case in particular for 'unfair' clauses which:
- attribute all of the profit or loss to one of the partners;
- release certain partners from assuming any of the loss;
- deprive certain partners of any share in the profits.
Where applicable, it may be useful to seek assistance from a notary, even for company types that do not require a notarised deed by law.
The form of the deed
Constitutional document signed before notary
The constitutional document must be drawn up in writing, either in French or in German, depending on the parties' wishes.
It may be drawn up in English, provided that a French or German version is subsequently provided. In the event of a discrepancy, the French or German version shall take precedence, unless the parties in question have agreed otherwise.
Constitutional documents signed before notary must:
- be registered by the notary with the Registration Duties, Estates and VAT Authority (Administration de l’enregistrement, des domaines et de la TVA) within 15 days of signature; and
- be lodged electronically with the Trade and Companies Register (registre de commerce et des sociétés - RCS) within the month following the signature in order to be published in the electronic compendium of companies and associations (Recueil électronique des sociétés et associations - RESA).
Constitutional document drafted as a private deed
Constitutional documents, as well as any other document drafted as a private deed intended for publication in the RESA and submitted for filing with the RCS, must be written in one of Luxembourg’s 3 official languages:
- Luxembourgish; or
- French; or
- German.
A translation into another official language of the European Union may be attached as a supplement.
The signatories of constitutional documents drawn up as a private deed must, within the month following the signature, file their deed with the RCS for registration and publication in the RESA.
Forms
The forms for the filing with respect to the RCS and the Register of Beneficial Owners (RBE):
- are available only in French and German; and
- must be completed in one of these 2 languages.
Publication
The publication in the RESA takes place on the day the constitutional documents are filed or at a fixed date chosen by the person making the filing, within a maximum deadline of 15 days after the filing.
Online services and forms
Who to contact
Chamber of Skilled Trades and Crafts Contact Entreprise
- Address:
-
2, circuit de la foire internationale
L-1347
Luxembourg-Kirchberg
Luxembourg
B.P. 1604, L-1016
- Email address:
- contact@cdm.lu
- Website:
- http://www.cdm.lu/
House of Entrepreneurship
- Address:
- 14, rue Erasme L-1468 Luxembourg Luxembourg
- Phone:
- (+352) 42 39 39 330
- Email address:
- info@houseofentrepreneurship.lu
Closed ⋅ Opens tomorrow at 8.30
- Monday:
- 8.30 to 17.00
- Tuesday:
- 8.30 to 17.00
- Wednesday:
- 8.30 to 17.00
- Thursday:
- 8.30 to 17.00
- Friday:
- 8.30 to 17.00
- Saturday:
- Closed
- Sunday:
- Closed
Chamber of Notaries
- Address:
-
53, boulevard Joseph II
L-1840
Luxembourg
Luxembourg
B.P. 1936
- Phone:
- (+352) 44 70 21
- Fax:
- (+352) 45 51 40
- Email address:
- chambre.des.notaires@online.lu
- Website:
- http://www.notariat.lu/
-
Luxembourg Business Registers (LBR)
- Address:
- Luxembourg
-
Luxembourg Business Registers (LBR)
Diekirch Office
- Address:
-
Bei der Aaler Kirch - Place Joseph Bech
L-9211
Diekirch
B.P. 20 / L-9201
- Phone:
-
(+352) 26 42 81
Only on Monday by appointment.
- Fax:
- (+352) 26 42 85 55
- Website:
- https://lbr.lu
-
Luxembourg Business Registers (LBR)
Luxembourg Office
- Address:
-
31, Avenue de la Gare
L-1611
Luxembourg
L-2961 Luxembourg
- Phone:
-
(+352) 26 42 81
Monday-Friday from 9.00 to 12.00 and from 13.30 to 16.00 /Registration helpdesk only by appointment.
- Fax:
- (+352) 26 42 85 55
- Website:
- https://www.lbr.lu/
Closed ⋅ Opens tomorrow at 9.00
- Monday:
- 9.00 to 12.00, 13.30 to 16.00
- Tuesday:
- 9.00 to 12.00, 13.30 to 16.00
- Wednesday:
- 9.00 to 12.00, 13.30 to 16.00
- Thursday:
- 9.00 to 12.00, 13.30 to 16.00
- Friday:
- 9.00 to 12.00, 13.30 to 16.00
- Saturday:
- Closed
- Sunday:
- Closed
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Related procedures and links
Procedures
Links
Further information
-
Créer mon entreprise
sur le site de la Chambre des métiers
-
I want to create my company
on the Chamber of Commerce website
-
How to set up a business in Luxembourg
on the Startup Luxembourg website
-
La chambre des notaires
Site de la chambre des notaires
-
Commercial businesses: Your path to a successful bank account opening
Pdf • 771 Kb
Legal references
- Code civil
-
Loi modifiée du 10 août 1915
concernant les sociétés commerciales
-
Loi modifiée du 19 décembre 2002
concernant le registre de commerce et des sociétés ainsi que la comptabilité et les comptes annuels des entreprises
-
Loi du 27 mai 2016
modifiant, en vue de réformer le régime de publication légale relatif aux sociétés et associations, - la loi modifiée du 19 décembre 2002
