Company Incorporation in Luxembourg

Legal Structures for Foreign Investors

The Luxembourg Sarl remains the preferred vehicle for private holding and PE structures: limited liability, flexible governance, and no mandatory public disclosure of shareholder capital. WVT advises on entity selection — Sarl, SA, or SOPARFI — based on the investor's ownership structure, dividend requirements, and treaty access needs. Our attorneys manage the full notarial process: drafting articles of association, coordinating capital deposit, executing the deed before a Luxembourg notary, and registering with the Luxembourg Business Registers. Substance and director requirements are addressed from the outset.

Our expertise

WVT’s Luxembourg practice serves multinationals, PE funds, and family offices incorporating entities for holding, investment, and operational purposes. Our attorneys and tax advisors combine company law, tax structuring, and substance advisory in a single integrated service.

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Substance, Compliance, and Ongoing Obligations

A Luxembourg holding company's access to participation exemption and treaty benefits depends on demonstrable substance — board meetings held in Luxembourg, locally appointed directors, and management decisions taken in-country. WVT advises on board composition, director mandates, and the operational markers that satisfy Luxembourg and OECD substance standards. Following incorporation, WVT provides ongoing compliance support: annual accounts preparation, director's report filing, Trade Register updates, DAC6 reporting, and Pillar II compliance monitoring. For groups with active cross-border flows, our tax advisors coordinate transfer pricing documentation across Netherlands, Luxembourg, and Switzerland simultaneously.

FAQ's

What is the minimum capital requirement to incorporate a Luxembourg Sarl?

A Luxembourg Sarl requires a minimum share capital of €12,000, fully subscribed at incorporation. Capital must be deposited in a Luxembourg bank account before notarisation. WVT coordinates the full sequence — bank account opening, capital deposit confirmation, and notarial deed execution — to ensure the process completes without delay.

How long does company incorporation in Luxembourg typically take?

From document preparation to Trade Register entry, incorporation of a Luxembourg Sarl typically takes three to five weeks. Delays most commonly arise from apostille requirements on foreign shareholder documents or bank account opening timelines. WVT manages the full sequence and coordinates with notaries and the Luxembourg Business Registers to keep the process on track.

Can a non-resident director be appointed to a Luxembourg company?

Luxembourg company law does not require directors to be Luxembourg residents. However, where substance is a concern — particularly for SOPARFI holding companies relying on participation exemption — tax authorities expect management and control to be exercised in Luxembourg. WVT advises on director appointment, board composition, and the substance thresholds that protect treaty and exemption access.

What is a SOPARFI and when is it the right structure?

A SOPARFI is a fully taxable Luxembourg holding company that accesses Luxembourg’s participation exemption on qualifying dividends and capital gains, along with its extensive double tax treaty network. It is typically used by multinationals and PE funds consolidating European investments. WVT advises on whether a SOPARFI is appropriate relative to alternative structures such as a SIF, SICAR, or operating Sarl.

Does WVT handle ongoing compliance after incorporation?

WVT provides ongoing corporate compliance services following incorporation — annual accounts preparation, director’s report filing, Trade Register updates, and shareholder meeting administration. For holding companies with cross-border activity, our tax advisors also manage transfer pricing documentation, DAC6 reporting, and Pillar II compliance obligations as they arise.