A civil company (société civile – SC) is a type of company that is often used for civil, agricultural, freelance and intellectual professions.

It is very frequently used to manage immovable assets in the form of a real-estate company constituted under civil law (société civile immobilière – SCI).

There are 4 different forms of civil companies:

• the société universelle tous biens présents: pooling all the movable and immovable assets that the parties possess and the resulting profits;
• the société universelle de gains: pooling what the parties acquire through their efforts, of whatever type, throughout the life of the company: the movable assets held by the parties over the term of the contract (personally held property only comes in for utilisation purposes);
• the status of société particulière: applies only to certain defined items, their usage, or the resulting benefits;
• the société civile immobilière (SCI) applies to: pooling of professional property in a legal structure distinct from the operating business. It is called a société civile immobilière de gestion if its objective is to administer the properties it owns and that it leases to the operator. The net income generated by letting is distributed between the partners.

Who is concerned

A civil company is a relevant solution for all natural persons and legal persons wishing to engage in a non-commercial activity, such as holding and managing assets.

Prerequisites

There are no prerequisites for forming a civil company. The only requirement is that the partners have civil capacity.

A minimum of 2 partners is required.

The purpose of the civil company must be civil – that is, it may not be commercial.

Costs

Setting up a civil company entails certain costs, including:

• the cost of publication in the Trade and Companies Register (Registre de commerce et des sociétés – RCS);
• notary costs, if a notary's services are used (this is not a legal requirement).

How to proceed

Deed of incorporation

A civil company may be created through a private deed, the partnership agreement.

A civil company's deed of association must include at least the following information:

• the name of the company and the address of its head office;
• the corporate purpose;
• a description of each partner's contributions.

Two original copies must be issued if a private deed is being used.

There is no legal requirement to have the deed drawn up by a notary.

Forming a civil company gives rise to a new legal personality, separate from that of its partners.

The articles of association must be filed in full with the Trade and Companies Register (RCS), except in the case of a family-owned business.

Company name

The SC must have a company name that is established in its articles of association.

The name must be different from that of any other existing company.

To find out if the company name is available, contact the RCS.

Duration

An SC is formed for a duration that is limited to the business for which it is being set up.

It is limited to the lifetime of the partners unless otherwise specified in the articles of association.

Conversion

The SC may change its corporate form in the course of its lifetime through a decision by the partners. That conversion will not entail the creation of a new legal person.

A decision by the partners to convert the SC must be approved by majority representing 60 % of the capital.

Dissolution

The SC is automatically dissolved at the end of the duration specified in the articles of association.

In the event of voluntary dissolution, the following administrative certificates must be filed:

• a certificate issued by the Data-Processing, Membership and Contributions Centre of the Joint Social Security Centre (Centre commun de la sécurité sociale – CCSS);
• a certificate issued by the Luxembourg Inland Revenue (Administration des contributions directes);
• a certificate issued by the Registration Duties, Estates and VAT Authority (Administration de l’enregistrement, des domaines et de la TVA).

It is dissolved in the event of the death or ruin of a partner, unless otherwise specified in the articles of association.

The SC may also be dissolved through a legal ruling for legitimate reasons or due to unlawful activities.

The dissolved SC retains its legal personality for the purposes of its liquidation.

Capital

In an SC, the capital is made up of ownership shares. There is no minimum required capital.

The SC's partnership agreement must specify the amount of the share capital or the value of the contributions made by each partner.

Form of ownership shares

The ownership shares must be registered shares.

Transfer of ownership shares

The terms and conditions of transfers of ownership shares are provided for in the SC's partnership agreement.

Managerial structure

Meeting of partners

There are no legal requirements governing the meeting of partners as the civil company's management body or governing specific voting rules for the civil company.

The SC's articles of association outline how a meeting operates.

The partners decide on:

• amendments to the partnership agreement;
• any change in the SC's nationality;
• any conversion of the SC;
• the approval of the financial statements;
• the distribution or reinvestment of profits;
• the appointment of the managers.

Decisions that involve an amendment to the partnership agreement must be unanimous.

In principle, all other decisions require an absolute majority.

Each partner has a single vote.

Day-to-day management of the SC

The law allows a degree of latitude for the articles of association to establish how the SC operates.

The SC may be managed by one or more managers, who may or may not be partners. The managers are appointed and dismissed according to the rules set in the articles of association.

Their powers are defined in the articles of association. Otherwise, the manager is considered a representative who may make binding commitments on behalf of the company. The limiting clauses of the manager's powers are binding on third parties.

The manager represents the company with regard to third parties, as well as in all courts, as plaintiff or defendant.

The manager may be a natural person or legal person.

Liability

The partners are jointly and indefinitely liable to third parties. Their liability is not joint and several, but rather is divided among them equally.

Managers who are not general partners are representatives and are only liable for misconduct in carrying out the mandate entrusted to them. They may validly make binding commitments on behalf of the SC.

The restrictions on a manager's powers are binding on third parties, if they have been made public.

The partners may together bind the company to third parties and are thus bound collectively in the amount of equal shares unless otherwise specified.

In principle, a commitment of the SC made by one partner is lawful, but binds only the partner unless the partner has been given a mandate by the other partners.

Obligations

Oversight of the SCS

The law does not require oversight by internal auditors or statutory auditors even if the limits that apply to commercial companies are reached.

Legal publications

The articles of association must be filed in full with the Trade and Companies Register (RCS) for the purposes of publication in the electronic compendium of companies and associations (Recueil électronique des sociétés et associations – RESA), except in the case of a family-owned civil company.

In order to register the company with the RCS, the following information about the company must be disclosed:

• the organisation's name;
• the partners' names;
• its purpose;
• the duration;
• the registered office;
• the managers, their exact addresses and their powers;
• in the event of a merger, information on the merged entities.

Accounting aspects

The SC must keep clear and transparent accounts.

There is no legal requirement to publish the financial statements.

Tax aspects

Because the SC is a fiscally transparent company, it is subject to the scheme for partnerships, namely:

• a fixed registration fee;
• personal income tax;
• VAT (registration for VAT purposes depends on the activity in which the company is engaged).

Who to contact