Imagine that you can register a company in the EU that will become your reliable shield for international business, provide access to European markets, and allow you to optimize taxes on a lawful basis. This is not fiction: it is a reality for thousands of entrepreneurs who choose incorporation in Luxembourg. According to World Bank Doing Business 2025, Luxembourg consistently ranks among the top 10 countries in the world for ease of doing business, and by foreign direct investment per capita it ranks first in Europe.
But behind this success lies a complex system of legal requirements, corporate law, and international compliance standards. Many entrepreneurs from Europe, Asia and the CIS find that Company registration in Luxembourg seems confusing, and the requirements for documents, the articles of association, and compliance insurmountable.
In this article I, Nikita Veremeev, CEO and founder of COREDO, share the practical experience of our team, which since 2016 has been helping entrepreneurs and investors successfully register companies in Luxembourg, Singapore, Dubai, the Czech Republic, Slovakia, Cyprus, Estonia and the United Kingdom. We will break down the step-by-step procedure for company registration in Luxembourg, explain the key requirements for the articles of association, compliance and taxes, and provide practical recommendations for minimizing risks and optimizing business structure.
Incorporation in Luxembourg: key steps
Incorporation in Luxembourg is not just a formality but a strategic decision that requires a deep understanding of Luxembourg corporate law, international compliance standards and tax planning. The company registration process in Luxembourg is governed by the Code de commerce, as well as by the requirements of the financial regulator CSSF (Commission de Surveillance du Secteur Financier) for companies connected with financial services.
The main legal steps of incorporation in Luxembourg include:
- Choosing the company’s legal form (SARL, SA, SOPARFI, etc.)
- Preparation of the articles of association (Statuts) and the deed of incorporation (Acte Constitutif)
- Conducting Due Diligence and vetting the reliability of founders and directors
- Notarial certification of documents
- Registration of the company in the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, RCS)
- Opening a corporate bank account and confirming payment of the share capital
- Ensuring compliance and AML (anti-money laundering) requirements
COREDO’s practice shows that successful incorporation in Luxembourg is only possible with a comprehensive approach that includes legal support, financial advisory and strategic planning. We help clients not only complete the registration process, but also build a sustainable, scalable and compliant business structure.
Choice of legal form and articles of association
Choosing the legal form of a company is the first step on the way to conducting business legally; it determines not only the management structure but also the requirements for founding documents, including the articles of association. The right decision affects scalability, the liability of founders, and compliance with legislation. Let’s consider the features of one of the most popular forms: the limited liability company.
Limited liability company (LLC)
SARL (Société à responsabilité limitée): this is the most popular company form for international business in Luxembourg. The minimum share capital for an SARL is €12 500, which must be fully paid up at registration. The articles of association (Statuts) of an SARL must include information on the amount and structure of capital, the rights and obligations of members, as well as the company’s management procedures.
Features of SARL:
- Limited liability of members
- Possibility to create an SARL with a single member (SARL-S)
- Flexibility in management and profit distribution
- Reporting and audit requirements
Public limited company (SA)
SA (Société Anonyme) is a company form suitable for large projects and raising capital. The minimum share capital for an SA is €30 000, of which 25% must be paid at registration. An SA can issue registered and bearer shares, which provides legal anonymity for owners.
Features of SA:
- Ability to raise capital through the issuance of shares
- Mandatory board of directors
- Requirements for shareholder meetings and audit
- Stricter corporate governance requirements
Forms and their application
In addition to SARL and SA, in Luxembourg it is possible to register holding structures through SOPARFI (Société de Participations Financières), which provide tax advantages for companies managing assets. It is also possible to register companies for foreign investors with 100% foreign ownership.
Company registration in Luxembourg
The step-by-step procedure for registering a company in Luxembourg includes a number of mandatory stages, from choosing the legal form to obtaining all necessary permits. Each step, from preparing documents to having them notarized, requires compliance with local requirements and careful verification for conformity with the country’s legislation.
Document preparation and notarization
To register a company in Luxembourg, it is necessary to prepare a set of documents, including the articles of association, the deed of incorporation, proof of capital payment, and the documents of the founders and directors. All documents must be notarized by a notary (Notaire) in Luxembourg.
Role of the notary:
- Verification of the authenticity of documents
- Ensuring compliance with corporate law requirements
- Preparation and notarization of incorporation documents
Filing documents with the RCS (Commercial Register)
After notarization, the documents are submitted to the Registre de Commerce et des Sociétés (RCS). Company registration in Luxembourg usually takes from 1 to 3 business days. After successful registration, the company receives a certificate of incorporation (Certificate of Incorporation).
Opening an account and confirming capital
To open a corporate bank account in Luxembourg, you must confirm payment of the share capital and undergo due diligence and AML compliance procedures. Banks require documents confirming the source of funds, as well as information about the beneficial owners.
Tax planning during incorporation
Tax planning and compliance during incorporation determine a company’s financial stability and legal transparency from the earliest stages of registration. A competent approach to tax structure and the fulfillment of corporate requirements makes it possible to take advantage of Luxembourg’s incentives and minimize risks in subsequent activities.
Tax benefits for companies in Luxembourg
Tax planning in Luxembourg includes optimizing the tax burden by using tax benefits for holding companies, investment funds, and international agreements to avoid double taxation (OECD). Companies in Luxembourg can take advantage of low corporate tax rates and special regimes for holding structures.
Compliance and AML requirements
Compliance and AML requirements in Luxembourg include obligations to disclose information about beneficial owners, conduct due diligence, and comply with international standards of the FATF and OECD. The role of the local representative when registering a company is to ensure adherence to compliance and corporate governance requirements.
Registration of companies with foreign capital
company registration with 100% foreign participation in Luxembourg allows conducting cross-border business, structuring holdings and managing assets through SOPARFI. Luxembourg provides access to European markets and international investment funds.
Legal risks during incorporation
Practical recommendations for incorporation
- Choose the optimal company structure for international business
- Ensure compliance with regulatory and AML requirements
- Optimize your tax burden by using tax incentives and double taxation treaties
- Use comprehensive legal support to minimize risks and ensure successful incorporation in Luxembourg
Incorporation in Luxembourg is a strategic decision that requires a deep understanding of corporate law, tax planning and international compliance standards. With COREDO, you gain a reliable partner for successful incorporation and the long-term development of your business.