The societal impact company (société d'impact sociétal - SIS) is a legal form of business reserved for businesses active in the social and solidarity economy. The SIS is for both existing organisations, set up as non-profit organisations (ASBL), a foundation or a cooperative, and for project owners who wish to start up socially innovative activities.
The societal impact company has many advantages for the business structure such as a better legal protection, an appropriate fiscal framework and access to public procurement contracts. This type of business is subject to strict obligations in terms of transparency and governance.
Who is concerned
The societal impact company (SIS) is for all natural or legal persons (association, foundation, etc.), who either operate on their own or in a group, and who wish to create a commercial company with a view to carrying out an economic activity with a social or societal goal.
All public limited companies, limited liability or cooperative companies who meet the requirements of the social and solidarity economy can receive accreditation as a societal impact company.
The corporate purpose of an SIS must meet one of the following 2 conditions:
provide support to vulnerable persons:
- due to their economic or social situation;
- due to their personal situation and in particularly their state of health or their needs in terms of social or medical-social support (these persons can be salaried workers, clients, members or beneficiaries of the societal impact company);
- the preservation and development of social integration;
- the fight against sanitary, social, cultural and economic exclusions and inequalities;
- gender parity;
- maintenance and strengthening of territorial cohesion;
- environmental protection;
- the development of cultural and creative activities;
- the development of initial or continued vocational training.
The economic activity must consist in an uninterrupted activity of:
- distribution; or
- exchange of goods or services.
To create a societal impact company (SIS), you will need to carry out certain formalities, which are also required for setting up a business in general. These are, among others:
- obtain a business permit or other authorisation depending on the sector of activity;
- register with the Trade and Companies Register in Luxembourg;
- register for VAT;
- register with the Joint Social Security Centre (CCSS);
- register with the Luxembourg Inland Revenue (Administration des contributions directes);
- obtain accreditation from the Minister responsible for the social and solidarity economy.
The legislation on SIS does not foresee specific qualifications or skills to manage the SIS.
However, and in addition to the requirements in terms of integrity, the the Ministry of the Economy (General Directorate for SMEs and Entrepreneurship) will assess the qualification of the business manager in the area of activity in the business permit application.
How to proceed
Drafting the articles of association
An SIS may only be incorporated in the form of a:
- public limited company (société anonyme - SA);
- limited liability company (société à responsabilité limitée - SARL);
- simplified limited liability company (société à responsabilité limitée simplifiée - SARL-S);
- cooperative company (société coopérative - SC)
When drafting the statutes, the following considerations must be taken into account:
- the precise definition of the corporate purpose;
- the list of performance indicators which will allow to verify in an effective and reliable manner if the corporate purpose is achieved;
- the need to respect the principle of a limited for-profit purpose of the societal impact company (the share capital shall at all times consist of at least 50 % of impact shares);
- the requirement for autonomous management;
- the auditing of accounts by an approved statutory auditor.
The law on societal impact companies does not change the requirements in terms of the minimum share capital for commercial companies.
2 types of shares can coexist in societal impact companies:
- impact shares, which do not give rise to a distribution of dividends;
- yield shares, which entitle the shareholder to dividend payments.
If an SIS is created with 100 % of impact shares only, the partners will never be able to receive any dividend payments.
However, in an SIS incorporated with less than 100 % impact shares, the distribution of dividends is only possible if the corporate purpose has been achieved. The achievement is verified with performance indicators.
Application for accreditation
The application for accreditation as a societal impact company (SIS) can be submitted by legally incorporated businesses as well as by companies under formation.
The application for accreditation file must include the articles of association or the draft articles of association of the business in whose name the application is submitted.
In addition, the applicant may be requested to provide any other information deemed necessary.
The accreditation allows to:
- assert the corporate purpose of the company which will be allowed to use the name "société d'impact social (SIS)" on business documents, letter headed paper, mail, invoices, signs, etc.;
- guarantee the genuine and serious objective of the economic activities of the societal impact company;
- apply for public subsidies and to tender for public procurement contracts.
Each societal impact company will be overseen by a public authority. Failure to meet the legal conditions may result in immediate withdrawal of the accreditation.
Societal impact companies whose share capital consists of 100 % impact shares can benefit from the following fiscal advantages:
- exemption on corporate income tax;
- exemption on communal business tax (impôt commercial communal - ICC);
- exemption on net wealth tax.
In respect of the same companies, donors can benefit from a tax deduction on their total net income of the amount of their cash donations, as provided for by law. This is the same fiscal advantage, which is also granted to non-profit organisations and to foundations declared of public interest.
Remuneration of employees
The maximum annual remuneration for employees of a societal impact company is limited to six times the social minimum wage on a monthly basis.
The approved statutory auditor's annual report must attest the compliance with this legal requirement.
Non-compliance with accreditation requirements
The minister responsible for the social and solidarity economy can withdraw the societal impact company's accreditation at any time if they no longer meet the legal requirements.
A definitive withdrawal of the accreditation will result in the dissolution and liquidation of the company by the district court for commercial matters.
Liquidation of a societal impact company
Regardless of the type of liquidation, the possible liquidation surplus will be donated to:
- another societal impact company whose corporate purpose is identical or can be compared to the purpose of the societal impact company under liquidation, or;
- a foundation under Luxembourg law or a non-profit organisation declared of public interest by Grand-Ducal regulation.
Forms / Online services
SIS - Formulaire d'information et de renseignements annuels
Who to contact
Ministry of Labour, Employment and the Social and Solidarity Economy26, rue Zithe
Phone : (+352) 2478 6100Fax : (+352) 2478 6108
Department for the Social and Solidarity Economy26, rue Sainte- Zithe
Phone : (+352) 247-86100Fax : (+352) 247-86108
Union Luxembourgeoise de l'économie sociale et solidaire (ULESS)5, rue du Kiem
Phone : (+352) 26 09 43 78