Blocking the share capital

Large businesses
Practical information
SMEs

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Last updated more than 5 years ago

The minimum share capital (company capital) required must be deposited in a bank account before the articles of association are signed.

The amount deposited is blocked until the company is formed.

Who is concerned

Any person wishing to create a capital company must deposit the minimum share capital required in a bank account in the name of the company before signing the articles of association.

This obligation does not apply to entrepreneurs operating under their own name, for which there is no distinction between private and business assets. An individual entrepreneur can therefore use his personal bank account for the financial transactions of his business.

Prerequisites

 

Preliminary steps

In order to open a bank account in the name of the company, the (future) entrepreneur must first have drawn up the draft articles of association of the company to be formed.

How to proceed

Opening a bank account

The entrepreneur can use a bank established in Luxembourg or abroad. However, in order to simplify the procedures, it is recommended to open an account in a bank established in Luxembourg.

To open a bank account, it is necessary to present the following documents:

  • the draft articles of association of the company to be formed;
  • a copy of the identity documents of the representatives of the company and any agents if applicable.

The bank will request the following information:

  • the address of the company’s registered office;
  • the postal address of the company (if different from the address of the registered office);
  • the legal address of the representatives and agents;
  • the business permit (optional).

'Know your customer'

Opening a bank account in Luxembourg is subject to the 'Know your customer' (KYC) procedures and the bank is legally required to verify the applicants identity in order to combat money laundering. For this purpose, the banker is required to verify, in addition to the identity documents, the reasons for the desired business relationship and the authority of the person claiming to act in the name of the legal person.

Money blocking certificate

Based on the draft articles of association, the bank opens a bank account that remains blocked for all transactions until the company is formed.

When the capital has been deposited on the account, the bank issues a blocking certificate stating that it undertakes to block the funds until the company is definitively formed.

The entrepreneur must submit the certificat to the notary who proceeds with the company formation.

Money release certificate

When the company is effectively formed, the notary will give the entrepreneur a release certificate.

The entrepreneur must give the certificate to his bank together with:

  • the final version of the articles of association;
  • missing supporting documents required, if any;
  • information on the economic beneficiaries of the company.

The bank will then release the share capital and make it available for the company.

Who to contact

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