LIMITED LIABLITY COMPANY (LUXEMBOURG SARL)
Luxembourg company registration
The articles of incorporation of a Luxembourg SARL (limited liability company) must be signed before a public notary.
A Luxembourg SARL (LLC) must have a minimum of one shareholder and a maximum of 40. They can be natural persons or moral personalities. Their liability is limited to the value of their contribution.
The minimum share capital required to form a SARL is 12,500 EUR, and must be paid up in full at the moment the company is registered.
Capital contributions can be made in kind if they are assets which can be economically assessed, excluding services or contract work.
A Luxembourg SARL (LLC) can be managed by one or several directors. The director(s) can be chosen among shareholders or among non-shareholders. The powers alloted to the management are defined in the articles of incorporation. The limitations on these powers are not binding to third parties, even if they are published in the articles of incorporation.
In Luxembourg SARL companies with more than 25 shareholders, the supervision of the company must be entrusted to a statutory auditor.
General Shareholders Meeting
If a Luxembourg SARL company has more than 25 shareholders, it must hold at least one annual General Shareholders Meeting. The shareholders are notified by registered letter.
For Luxembourg SARL companies with 25 or fewer shareholders, the votes can be issued in writing.
All shares are registered. A register must be established with the identity of all shareholders, including mentions of the transfer and the date of assignment or acceptance.
The transfer of shares must be carried out by a notary or through private deed.
Shares cannot be sold inter vivos to non-shareholders unless there is an agreeement by shareholders reprsenting at least 3/4 of the share capital in the General Shareholders Meeting. This authorization is not required for the transfer of shares to an associate, spouse, forced heir, and those approved in the company constitution.
The General Shareholders Meeting opens a liquidation and selects a liquidator.
The finalization of the liquidation occurs at the General Shareholders Meeting, after the liqudation reports are presented by the liquidator.