Domiciliation of companies

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.

Who is concerned

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:

  • allows that company to establish a head office at the domiciliary agent's premises and conduct business from there;
  • provides services for the domiciled company.

Company domiciliation does not apply where:

  • the company establishes an office at the premises of a natural person who, themselves, is a direct or indirect partner in the company, exerting significant influence over the conduct of business;
  • an investment fund or any other collective investment undertaking, having the legal form of a commercial company, establishes an office at the premises of a collective investment management company;
  • a collective investment management company or collective investment consultancy firm establishes an office at the premises of another collective investment management company;
  • a company establishes an office at the premises of an enterprise belonging to the same parent group.

Prerequisites

The provision of company domiciliation services is reserved, by law, for the following regulated professions:

  • credit institutions;
  • other professionals in the financial and insurance sectors;
  • attorneys at law (avocats à la Cour) registered on List I;
  • European lawyers, practising by virtue of their original professional qualification, registered on List IV;
  • company auditors;
  • approved statutory auditors;
  • chartered accountants.

The domiciliary agent and the domiciled company are required to sign a written domiciliation agreement.

Preliminary steps

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.

How to proceed

Head office of a commercial company

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.

Nationality of a commercial company

When a company is domiciled in Luxembourg, it possesses Luxembourg nationality. As such, it is subject to Luxembourg law in its entirety.

Obligations

Mandatory agreement

Before signing a domiciliation agreement, the domiciliary agent is required to:

  • verify that all legal requirements regarding the company head office are complied with;
  • ascertain the true identity of the members of the governing bodies of the company being domiciled;
  • keep the relevant documentation on file, and ensure it is kept up to date;
  • keep the identifying documentation for a period of 5 years after termination of the agreement.

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.

Minimum content of a domiciliation agreement for a professional in the financial sector (professionnel du secteur financier - PSF)

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:

  • the details of the person in charge of the domiciliary agent;
  • the details of the services being provided;
  • the particulars of the domiciliary agent's rights and responsibilities;
  • the anti-money-laundering (AML) obligations that apply;
  • the domiciliary agent's disclaimers;
  • the particulars of the rights and responsibilities of the domiciled company;
  • the means of communication between the parties to the agreement;
  • the cost for the services rendered;
  • the duration of the agreement and particulars of its termination;
  • the details of revocation of the agreement without notice;
  • the applicable law – that is, Luxembourg law.

Lawyers are subject to specific rules set by the Luxembourg Bar in relation to the domiciliation of companies.

Early termination of the agreement

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.

Effects of revocation of the agreement

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.

Sanctions

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:

  • acting as a domiciliary agent if not one of the professions authorised to do so;
  • knowingly domiciling a company with an unauthorised professional;
  • domiciling a company without a domiciliation agreement;
  • failing to make the required publications;
  • violating the obligations of the domiciliary agent.

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