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How to incorporate SA(Limited company) in Luxembourg

How to incorporate SA(Limited company) in Luxembourg

SA (Societe Anonyme) – Limited company, minimum share capital EUR 31,000; requirements include at least 3 directors, a registered office in Lux,and audited accounts if the company exceeds a certain size.

 

Incorporation process

 

  1. Company name avaibility & registration – check the company name with Registre de commerce et des societes de Luxembourg;
  2. Minimum share capital (EUR 7.750)(25% of 31.000), open a bank account in Luxembourg and deposite the minimum share capital. A Certificate of Name Acceptability issued by the Trade Register is required, together with a Certificate of Blockage produced by the proposed company’s Luxembourg bankers confirming that the paid capital has been deposited with them; need to explain to the bank the activity of the company
  3. Notary must prove the incorporation;
  4. If you think to incorporate a company without being in Luxembourg, you need to provide power of attorney
  5. Article of association is prepared with the collaboration of the notary
  • The name of the person(s) wishing to form the corporate enity;
  • The address of the Registered Office;
  • The amount and currency of the authorised and issued share capital;
  • Type of shares and classses;
  • Amount of capital paid up;
  • Voting rights and shares;

6.    Names, addressses and nationalities for the proposed directors and auditors.
7.    The Registration and publication of the incorporation of the company with to appropriate authorities is done by the notary
8.    Once the incorporation meeting has been taken, the notary issues the money releasing certificate to money on bank account availale for the company
9.    Incorporation fees are paid by the notary; Government fee risen from incorporation:

  • Company registry: 132,39 EUR
  • Publication fee: 250 EUR
  • Capital tax: 124 EUR
  • Notary fees (gov fees are included): 1.200 EUR

If you want to make an order, please follow us on startupr.com.

Start your business in United Kingdom

Start your business in United Kingdom

A few reason why to start a business in UK

  • inexpensive filing fee, incorporation in 24 hours
  • simple, easy and straightforward a business incorporation
  • prestige solution for international companies or for startups
  • the United Kingdom is party to more double tax treaties than any other sovereign state
  • top trading and financial center
  • one of the most efficient jurisdiction where you can start your business

Every Startup is supposed to be efficient in every step you take. One of the first consideration might be where in EU to incorporate your future company. It will be worth to investigate before you make a decision. Here are a few sources where you can start read a little bit about UK business environment:

 

For incorporation your British company visit startupr.com

Order form United Kingdom FORMATION OF BRITISH LIMITED COMPANY

Here is an order form – Limited Company in United Kingdom. Simple steps to incorporate;

1) download form

2) fill in all requested info

3) accomplish payment

4) get your company

filled order form send by fax +1 (213) 291-2176 or scan by e-mail to tomas[at]startupr.com

What is the class of share?

If you think about to open up a Limited Company you should be aware of the shares structuring. There is quite a few different types of shares however you will use one of the most common one; ordinary.

What is share capital?
When people form a company, they decide whether to limit the members’ liability by shares.

– the total number of shares of the company, – the aggregate nominal value of those shares, – and for each class of shares –

A company may have as many different types of shares as it wishes, all with different conditions attached to them. Typically, share types fall into the following categories:

 

Ordinary: These are the ordinary shares of the company with no special rights or restrictions. The company may divide them into classes of different values;
Preference: These shares carry a right that the company should pay any annual dividends available for distribution on these shares before other classes;
Cumulative preference: These shares normally carry a right that, if the company cannot pay the dividend in one year, it will carry it forward to successive    years;
Redeemable: These shares are issued by the company with an agreement that it will buy them back at the option of either the company or the shareholder after a certain period, or on a fixed date. A company cannot have only redeemable shares.

This structuring is common for incorporation e.g. in United Kingdom & Hong Kong.

What is annual return or list?

Annual list or Annual return is required by local government every year in order to have an overview in regards to additional changes stated under the state ordinance during the year. For some jurisdiction it’s just only way how to keep database updated  yearly ( e.g. State of Nevada). For some other jurisdiction it’s obligatory to report every changes rising during the year by some other forms (particularly for every changes you need to fill different form) and additionally the same change report in annual return . These changes are defined as change of address, director, shareholders, business name, business address, shares, company secretary etc.

 

Hong Kong
the Annual Return must be filed once in every calendar year (except in the year of its incorporation) within 42 days of the anniversary of the company’s incorporation date.


Nevada
the Initial List MUST be filed on or before the last day of the first month following incorporation/initial registration. The Annual List MUST be filed by the last day of the anniversary month of the original filing. Example: If the entity filed on Oct. 15, 2002, the list must be filed by Oct. 31 of each year. Postmark date is not accepted as receipt date in the Secretary of State’s office.

 

It is the responsibility of the directors of the company to ensure that the initial and ongoing compliance requirements are met with.

 

An annual return must contain the following information:

  • the name of the company;
  • its registered number;
  • the date to which the annual return is made-up (the made-up date);
  • the principal business activities of the company;
  • the type of company it is, for example, private or public;
  • the registered office address of the company;
  • the address (single alternate inspection location – SAIL) where the company keeps certain company records if not at the registered office, and those records held there;
  • the details of the company secretary (corporate or individual), where applicable; and
  • the details of all the company’s directors (corporate or individual).

Incorporate in Republic of Ireland

Ireland company formation - requirements

Ireland is one of the most attractive EU destination for companies due to the soft and easy going legislation. Ireland has been ranked as the 3rd most easiest way in term of incorporation and running business in EU and the seventh in the world by World Bank in 2010. There is quite general tax legislation giving opportunities to companies to have higher net profit while operating a business through Irish company. Ireland is an attractive jurisdiction due to low corporation tax rates (12.5%) and a current 3 year tax exempt period for new companies. A lot of US companies have moved and incorporated their holding company in Ireland. In Bloomberg there is quite well known article stating the Google strategy in regards to taxation and local use of benefits. In law terminology  known as “Double Irish” and “Dutch Sandwich” – this article might help you find how big companies trying to save a money with offshore strategy.

If you think to incorporate Irish Limited company, please visite our website – Republic of Ireland.

Order form Republic of Ireland FORMATION OF IRISH LIMITED COMPANY

Here is an order form – Limited Company in Republic of Ireland. Simple steps to incorporate;

1) download form

2) fill in all requested info

3) accomplish payment

4) get your company

filled order form send by fax +1 (213) 291-2176 or scan by e-mail to tomas[at]startupr.com

Order form People Republic of China Incorporation service WFOE – Wholly Foreign Owned Enterprise

People Republic of China (PRC) is one of the most difficult jurisdiction for opening a company however there is big potential for coming foreigner companies to succeed once having own so called WFOE in China. There is a need of consultation before opening the company due to the business scope of your desire entity.

 

If you ask how long does it take to incorporate a company in PRC, please see the steps how to incorporate in China. If you want to see the process according to documents, see the section of application forms for WFOE.

 

For further information, please contact me on tomas@startupr.com

Order form British Virgin Island Incorporation service – Limited company

DOC format.

 

PDF format.

 

Here is an order form – Limited Company in British Virgin Island (BVI). Simple steps to incorporate;

1) download form

2) fill in all requested info

3) accomplish payment

4) get your company

filled order form send by fax +1 (213) 291-2176 or scan by e-mail to tomas[at]startupr.com

Order form Hong Kong Incorporation service – Limited company

Order form in in here.

If you are interesting to open up a company in Hong Kong, please download and fill the document and sent to tomas[at]startupr.com. Should you have any question contact me either.