Choosing a business legal form in Luxembourg

Individual enterprise (Entreprise individuelle)

An individual enterprise is a business in which the businessperson, experienced craftsperson or dealer subsidizes the industry and acts as a sole policy maker.

An individual enterprise is not a corporate body as there is no dissimilarity among the business and the entrepreneur. Due to this, the businessperson assumes all responsibilities vis-à-vis third parties (credit of the company) and invests his assets.

It is convenient for small sized businesses as it has the lowest possible bureaucracy and ensures autonomy.

Individual enterprises status does not require minimal share capital amount and they do not need to have articles of association.

The term 'individual enterprise' includes all self-employed people performing business operations in their own name, specifically:

self-employed people performing a business operation (i.e. skillful craftsperson, dealer and fabricators that demand a business license to run their activity);
members of autonomous intellectual professions (the liberal jobs, artists, consultants, etc.);
self-employed people in the farming industry in the widest sense (farmers, gardeners, market gardeners, forest wardens, and florists).
NB: the term 'self-employed' is used here to mean 'sole trader', not to be mixed up with the social security status (self-employed - indépendant) that uses the identical term.

Commercial company

Commercial companies are formed by having the goal of delivering benefits. All of the forms of the trading companies are collected under two categories:

Limited Liability Company (LLC)

The nature of LLC is neutral, and it depends on the money subsidized by associates, free from their individual, ethical, or business capacities.
It is easy to transfer company shares.

Preliminarily, the responsibilities of the partners in LLC is restricted to the sum they contributed.

This category involves:

• joint stock company (société anonyme - SA);
• SECAs (Société en commandite par actions);
• European companies (societas europea - SE);

Partnerships

Partnerships are similar to individual enterprise in that the accomplishment of collaboration is based mainly on the partners who know and count on one another.

If every partner agrees, then share can be transferred.

The associates are collaboratively and individually responsible for the loan of the company.
This category involves:

• limited partnerships (société en commandite simple - SECS);
• trading company (sociétés en nom collectif - SENC).

Hybrid companies

Hybrid companies have the features of both capital companies and partnerships.

They are companies with share capital as the financial responsibility of their associates is restricted to the level of their contribution to the company money.

They are also presumed to be partnerships since they are formed by a restricted number of associated and that there are rigorous circumstances regarding the sale of company shares.

Limited liability companies (SARL) are included in this category.