Société Anonyme (SA, PLC, Corp)

In order to form a Public Limited Company, the company’s articles of association must be recorded by a notary. After this, these articles of association must be published in the Official Bulletin (Memorial C) and lodged with Luxembourg’s Trade and Companies Register.

A PLC requires at least one natural or legal person for formation. This person is not required to be a citizen or resident of the country.

The minimum capital of a PLC is 30,000 EUR. The minimum capital must be paid in full and can be either cash or non-cash or a combination of both. A minimum of 25% of the nominal value of each share is required to be paid upon formation of the PLC.

In a PLC, there are two types of shares: bearer shares and registered shares. These shares can include voting rights or not. For those with registered shares, the names are kept in a share register.

Management of a PLC is undertaken by a board of directors or can be delegated to particular members of the board.

All decisions affecting the PLC are made via general meeting. This meeting must be convened annually.

In a PLC, the board of directors must consist of at least one person for a company with one shareholder and at least three persons otherwise. The board members are not required to be shareholders or to be nationals or residents of the country. A new board is appointed every six years with possibility of reelection. This election occurs by general meeting. If its business activities include commercial activities at least one of the directors or shareholders has to fill the requirements in order to obtain business permit.

The supervision of a PLC is done by one or more commissaires. These people do not necessarily have to be shareholders but they can be.

An independent auditor is required to inspect the company’s books if an LLC exceeds two of the following:

• a balance sheet sum of 3,125 million EUR
• a net turnover of 6,25 million EUR
• 50 full-time employees (average of the year)

If 50% of the company’s share capital is lost, the board meets within 2 months to discuss potential liquidation. If 75% is lost, the company is liquidated if 25% of the votes in the general meeting vote in favour of it.

An LLC is liable to corporate taxation (IRC) at a rate of 16.05% per year for profit up to 15,000 EUR (profit = income – expenses) and 19.26% for profit exceeding 15,000 EUR. This tax includes contribution to the employment fund at a rate of 7%. The municipal business tax (ICC) will be due for commercial activities at a rate of 6.75% per year for profit exceeding 17,500 EUR. The dividends will liable to withholding taxation at a rate of 15% per year (this rate can be reduce depending on the double Taxation Agreements that Luxembourg has with your country.