In certain circumstances, a company which does not have private premises of its own may be domiciled at the premises of a third party. That domicile may be used as the company's head office or as an ordinary branch of its business.
Domiciliation is an appropriate solution for companies which, by the nature of their activities, do not need their own premises. This does not apply, for example, to commercial companies, which are required by law to have physical premises in Luxembourg. To be deemed a stable establishment in Luxembourg, a company must occupy real, physical premises in the country.
A company's head office must be easily identifiable. Domiciliation with a third party allows companies to meet this requirement without having their own exclusive premises.
The provision of this service is regulated by law and reserved for certain regulated professions, which are deemed to operate professionally and in good faith and are subject to oversight.
Any company establishing an office at the premises of a third party for the purpose of conducting business from there is considered to be a domiciled company.
The domiciliary agent is a natural or legal person who, with respect to a company in which they are not a partner exerting significant influence over the conduct of business:
Company domiciliation does not apply where:
The provision of company domiciliation services is reserved, by law, for the following regulated professions:
The domiciliary agent and the domiciled company are required to sign a written domiciliation agreement.
Serving as a domiciliary agent as a professional in the financial sector is subject to approval by the Financial Sector Supervisory Commission (Commission de Surveillance du Secteur Financier – CSSF).
Approval to serve as a domiciliary agent for companies is subject to the provision of documentary proof of completion of a university degree in law, economics or business administration, and financial holdings of at least EUR 125,000.
Serving as a domiciliary agent as the director of a reinsurance company or as a captive insurer is subject to approval by the Commissariat aux assurances (Supervisory Authority for the Insurance Sector). Such approval is subject to the provision of documentary proof of completion of a university degree in law, economics or business administration.
The domicile (address) of any commercial company is at that company's main establishment.
Unless proven otherwise, a company's main establishment is presumed to be its head office.
It is a major infraction of law to trade without a known address. A business that fails to comply with this requirement may be legally dissolved or shut down.
When a company is domiciled in Luxembourg, it possesses Luxembourg nationality. As such, it is subject to Luxembourg law in its entirety.
Before signing a domiciliation agreement, the domiciliary agent is required to:
Should the domiciliary agent discover that the domiciled company has violated the legal requirements governing commercial companies and establishment law, they may revoke the domiciliation agreement with immediate effect. Notification of such revocation must be sent by registered letter, specifying the legal reasons for the measure.
The revocation will take effect from the date it is filed with the Trade and Companies Register (Registre de commerce et des sociétés - RCS).
The domiciliary agent incurs no civil or criminal liability by filing such revocation.
The CSSF has published a circular, applicable to professionals in the financial sector, listing the items which must be included, as a minimum, in a domiciliation agreement.
The agreement must include:
Lawyers are subject to specific rules set by the Luxembourg Bar in relation to the domiciliation of companies.
The domiciliary agent of the domiciled company remains bound by their obligations as domiciliary agent when the domiciliation agreement is terminated early, or when the agreement is not renewed although the domiciled company's situation has not changed.
They are released from those obligations when they file notice of revocation of the agreement with the Registre de commerce et des sociétés (RCS) for the district in which the company is domiciled. The domiciliary agent is also required to publish notice of termination of the domiciliation in the Electronic Compendium of Companies and Associations (Recueil électronique des sociétés et associations – RESA).
Upon receiving the filing, the manager of the RCS will immediately inform the Public Prosecutor (Procureur d’État) for the district in which company is domiciled.
From the day of filing with the RCS, the domiciled company no longer has a legal address if the office in question served as the company's registered address.
Failure to comply with the obligations in relation to domiciliation – for example, the lack of a domiciliation agreement – may result in the company's legal dissolution or shutdown.
Under the law, criminal penalties apply to infractions of the regulation on domiciliation of companies, such as: