Company Filing Requirements in Luxembourg

Legal requirement to file annual accounts

All enterprises are listed in the commercial register - Registre de Commerce or the commercial courts - Administration de L'enregistrement et des domaines. Articles of incorporation must be published in the official gazette.

All limited companies (SA, SARL) and limited partnerships (SCA) are required to file annual financial statements containing:

Directors' report
Balance sheet
Profit & loss account
Notes to accounts
Auditors' report (unless a small company)
Allocation of profits as decided at AGM

Records are filed at one of the Commercial Courts. Whilst companies must file and publish their annual accounts, the annual reports do not need to be published or submitted to the Registry as long as they are open to public inspection at the company's headquarters and a free copy is available.

Filing Exemptions

Small companies are only obliged to file an abridged balance sheet and their accounts do not have to be audited.

Medium-sized companies are not compelled to disclose their turnover and may file abridged profit & loss accounts, balance sheets and notes to the accounts.

Company registration and licensing procedures

Articles of incorporation for companies are laid down in a notarized deed, which has to be registered and filed with the Luxembourg Formanity Center of the Chamber of Commerce and published in the official gazette.

Types of companies registered in Luxembourg

Form	Number of partners/shareholders	Minimum and/or maximum capital	Liability	Release of financial documents
Private Limited Company	Minimum 2 partners Maximum 40 partners NB: 1 member for a sole proprietorship.	12,500 € totally subscribed	Liability is limited to the amount contributed.	Yes
Public Limited Company	Minimum 2 shareholders.	31,000 € with 1/4 released at the creation.	Liability is limited to the amount contributed.	Yes
General Partnership.	Minimum 2 partners.	No minimum capital.	Partners' liability is joint and several on obligations and debts of the company.	No
Limited Partnership.	Minimum 2 partners. Two types of partners: active partners and sleeping partners.	No minimum capital.	Active partners' liability is joint and several. Liability of sleeping partners is limited to the amount contributed.	No
Cooperative Company	Minimum 7 partners	No minimum capital	Partners' liability is joint and several or divided, unlimited or limited to amount contributed depending on the status.	No