Setting Up Public Limited Company (SA)

There are two most common legal forms in Luxembourg: the open limited company (SA) and the limited company (SARL). This type of organization can give you so many kinds of pluses, especially in the description of limited liability (liability is restricted to the degree of share) and regulated admission to capital.

In Luxembourg, it is usual that the SA is the right form of company chosen by big businesses. However it is also feasibility for SMEs, as the contributions in this type of organization can be bearer contributions and they are easily transferable.

Having an obligation to its characteristics, an SA is appropriate for extensive business activities of various levels, offering legal and natural persons the probability to:

encourage the improvement of the business by inviting new shareholders;
approach to economic markets (capital markets)
for shareholders, the principal appeal is the restriction of the degree of their contribution to the capital and probability of running in relative anonymity

Capital and Shares Conditions

  • At least EUR 30,000;
  • Has to be completely subscribed and paid to the degree of at minimum one quarter;
  • contributions in cash or in equal kind;
  • contributions in kind have to be covered by taxing report which was composed by a statutory auditor (réviseur d’entreprises);

if there will be a capital development then in this situation the shareholders are authorized preferential subscription rights (other than where a justified subscription limit has been decided during an extra meeting).

Formation of shares

  • fully paid loaner, signed up or dematerialized shares;
  • not fully paid up shares remain signed up shares till they are entirely paid up;

shares are allowed to be given and present a nominal degree or show no nominal level.
Signed or holder shares may be converted into dematerialized shares by recording them in a securities account managed by an account holder, in a condition that the articles of organization foresee the conversion.

It is workable to make shares that are not representative of the share capital and which are called "profit shares." The articles of organization direct the allowances attached to these shares.

Shareholders Liability

The shareholders are responsible for the degree of their contributions to the share capital;

Owners have extra and severally responsible for third classes:

  • for the money subscribed not right and for the distinction between the lowest capital needs and the quantity of the subscriptions;
  • for the active payment of 25 % of the subscribed shares, and the remittance, during five years, of shares issued in opposition to contributions except in cash;
  • for the compensation of harm arising from either the invalidity of the organization or the nonattendance or non-conformity of declarations in the company act or object.