Comparative table - Capital companies
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Each type of capital company has specific characteristics with regard to the setup of the business, its partners, management and taxation.
All these aspects must be taken into consideration when choosing the most appropriate form for the business project.
Choosing the most appropriate business form requires an analysis on a case by case basis which may be carried out with the assistance of specialists in business start-ups/takeovers.
Who is concerned
Capital companies are impersonal companies that rely mainly on the capital contributed by the partners, independently of their personal, moral or business capacities.
Company shares are freely transferable and the liability of partners is generally limited to the amount of their contribution.
However, the limited liability company (société à responsabilité limitée - SARL) can be seen as a hybrid company as it has the characteristics of both:
- a capital company because the financial liability of its partners is limited to the level of their contribution to the company capital;
- a partnership because of the limited number of partners and the strict framework governing the transfer of company shares.
How to proceed
Creation of the company
| (Société à responsabilité limitée - SARL) |
(Société Anonyme - SA) |
(Societas europaea - SE) |
||
|---|---|---|---|---|
| Constitutional document | Notarial deed published in full |
Notarial deed published in full in the electronic compendium of companies and associations (Recueil électronique des sociétés et associations - RESA) and in the Official Journal of the European Union |
||
| Legal personality | Each capital company has a legal personality which is distinct from that of its partnersAs a legal person, it has rights and obligations under commercial, accounting and fiscal law |
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| Assets | A capital company holds its own assets |
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Capital
SARL |
SCA |
SA |
SE |
|
|---|---|---|---|---|
| Conditions | Minimum of EUR 12,000 fully subscribed and paid up |
Minimum of EUR 30,000 fully subscribed with ¼ paid up on formation |
Minimum of EUR 120,000 fully subscribed with ¼ paid up on formation |
|
| Contributions | Contributions in cash or in kind (valuation by a statutory auditor, except for SARLs) Contributions in industry (services or expertise) are not generally considered to form part of the share capital, but they can be recorded in the statutes and benefit from remuneration in the case of an SA or an SARL |
|||
| Company shares | Registered company shares that can be transferred under strict conditions |
Freely transferable registered or bearer shares/bonds or dematerialised securities |
||
Partners
SARL |
SCA |
SA |
SE |
|
|---|---|---|---|---|
| Number of partners | between 1 and 100 |
from 2 (one limited partner and one general partner) |
from 1 |
|
| Financial liability | Liability limited to the amount of contributions |
Limited liability for the limited partner but unlimited liability for the general partner |
Liability limited to the amount of contributions |
|
Administrative bodies and Management
SARL |
SCA |
SA |
SE |
|
|---|---|---|---|---|
| Decision-making bodies | General meeting + business manager or management board |
General meeting |
General meeting and board of directors meeting or general meeting, management board and supervisory board |
|
| Monitoring and legal auditing of accounts | Internal auditor (commissaire aux comptes) or statutory auditor (réviseur d’entreprises) for SARLs with more than 60 partners Obligation to audit the company by a statutory auditor depends on size criteria |
Internal auditor or approved statutory auditor Obligation to audit the company by a statutory auditor depends on size criteria |
||
| Accounting and financial information | Annual accounts lodged with the Trade and Companies Register (Registre de Commerce et des Sociétés - RCS) |
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Tax aspects
SARL |
SCA |
SA |
SE |
|
|---|---|---|---|---|
| Tax payer | The income of the business is directly taxable at the level of the company: the shareholders/partners are only taxable when the profit is distributed We speak of distribution of dividend with application of withholding tax: rate of 15%, unless there is a more favourable rate (Double tax treaty, parent/subsidiary directive, etc.) |
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| Taxes | Specific fixed registration fee Distributions of dividends are subject to a special withholding tax. |
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Correspondence with other legal forms in Germany and Anglo-Saxon countries
It is important to note that the types of company given below are not strictly equivalent. They are only those most similar to the forms available under Luxembourg law.
|
Limited liability company(Société à responsabilité limitée - SARL) |
Partnership limited by shares (SCA) |
Public limited company(Société |
European Company |
|---|---|---|---|---|
Germany |
Gesellschaft mit beschränkter Haftung (GmbH) |
Kommanditgesellschaft auf Aktien (KGaA) |
Aktiengesellschaft (AG) |
Europäische Gesellschaft (Societas europea, SE) |
United States |
Limited Liability |
Limited Liability Partnership (LLP) |
Corporation (Corp.), Incorporated (Inc.) |
N/A |
Great Britain |
Private Limited Company |
Limited Liability Partnership (LLP) |
Public LimitedCompany (PLC) |
European Company (Societas europaea - SE) |
Related procedures and links
Procedures
Links
Legal references
- Sociétés et associations – Recueil de législation
-
Loi modifiée du 10 août 1915
concernant les sociétés commerciales
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