Société en Commandite par Actions (SECA)

In order to form a Partnership Limited by Shares, the corporation’s articles of association must be recorded by a notary. After this, these articles of association must be lodged with Luxembourg’s Trade and Companies Register. One personally liable shareholder must be mentioned in the articles of association.

A SECA requires at least two shareholders, one with unlimited liability, referred to as the general partner, and one with limited liability. The limited liability shareholder is only liable for liabilities of the SECA up to a sum matching his own contribution.

The minimum capital of a SECA is 30,000 EUR. This only refers to the contributions of the limited liability shareholders. There is no minimum capital requirement with regard to the contributions of the general partners. At least 25% of the minimum capital must be paid on the date of registration.

At the time of registration of the company, the minimum capital is divided into registered shares of the same value. These shares are freely transferrable for limited and general partners.

The board of directors is responsible for the day-to-day management of the SECA.

Unlike a PLC or an LLC, a general meeting for a Partnership Limited by Shares does not carry the same weight. They do not deal with acts that modify the articles of association or affect the interaction of the company with third parties.

The board of directors in an SECA consists of the general partners of the company. Therefore, the board is not elected or replaced by votes. As mentioned, they are responsible for the management of the SECA. If 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.

In a SECA, supervision is done by at least three commissaire.

An independent auditor is required to inspect the company’s books if an LLC exceeds two of the following: -a balance sheet sum of 4,4 million EUR
-a net turnover of 8,8 million EUR
-50 full-time employees (average of the year)

For a SECA, the directors of the board will make a decision to dissolve the company in an extraordinary general shareholders meeting in the presence of a notary. Half of the share capital is required to be present at the meeting and a two-third vote is required.

The SECA 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.