The constitution of an S.A. is carried out before a notary and registered with the Registre de Commerce. In addition a publication is made in the Mémorial. A blocking certificate must also be received by the notary before the constitution can be made

Share Capital

The minimum share capital is EUR 31.000 of which ¼ must be paid-up


Shares can be held in either nominative or bearer form


The minimum number of shareholders is one and can be either an individual or a company. They can be either Luxembourg resident or non-resident and of any nationality

Annual General Meeting

This is held once per year and is defined in the statutes of the company


A minimum of 3 directors is required (or only 1 if there is a sole shareholder). It is also possible to adopt a Conseil de Surveillance & Directive (Surveillance and Directive committee) to supervise the company

Statutory auditor

A statutory auditor is obligatory

Audit requirements

Dependent upon several criteria, specifically the size of the company

Audit Report

An audit report must be submitted each year along with the annual accounts

Annual accounts

The annual accounts must be filed once a year to the Registre de Commerce (companies house)