English
English
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(1) |
Answering client inquiries regarding company registration in Luxembourg; |
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(2) |
Reviewing the company structure; |
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(3) |
Conducting company name search and obtaining Company Name Availability Certificate (Certificat de disponibilité de dénomination) from the Luxembourg Business Registers (LBR); |
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(4) |
Preparing a Special Power of Attorney for the client to sign for registration purposes |
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(5) |
Drafting the standard Articles of Association; |
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(6) |
Coordinating and performing notarization with a Luxembourg notary; |
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(7) |
Register with the Luxembourg Business Registers (LBR) to obtain company registration number (RCS Number) and proceed publication for the company; and |
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(8) |
Register the Luxembourg company ultimate beneficial owner (UBO) with the RBE (Registre des Bénéficiaires Effectifs). |
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(1) |
The fee quoted above is applicable for the Company with one shareholder and one director. If the Company to be incorporated are having two or more shareholders or directors, an additional service fee will be charged. |
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(2) |
The fee quoted above does not cover courier fees, legalization and translation services incurred in the process of applying for company registration. (If any) |
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No. |
Description of Service |
Fee (EUR) |
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1 |
Registered Office Address (Note 1) (It depends on the specific location and the services required.) |
From 5,000 |
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2 |
Apply for a "Luxembourg National Identification Number” (LNIN) (applicable to all non-Luxembourgish shareholders and directors) (Note 2) |
400 |
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3 |
Local Resident Nominee Director (Note 3) |
From 7,500 |
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4 |
Applying for a Business Permit (Note 4) |
1,050 |
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5 |
Assistance in opening a Luxembourg bank account (Note 5) |
1,500 |
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6 |
VAT Registration (Note 6) |
1,050 |
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(1) |
Kaizen can assist in finding a suitable address to be used as the commercial registered office address for the Luxembourg company. This address can also be used on business cards, letterheads, or any other official documents. Depending on the specific location and required services, the fee generally ranges from EUR 5,000 to EUR 7,200 per year. |
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(2) |
All non-Luxembourgish directors and shareholders must obtain a Luxembourg National Identification Number (LNIN). This can be handled through Kaizen. Alternatively, the individuals themselves may apply directly to the National Registry of the Central Social Security Office by paper or email. The specific fees depend on the nature of the client's business and future turnover. |
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(3) |
In Luxembourg, a nominee director bears substantive liability in official records. The individual must meet the educational and professional qualifications recognized by the Ministry of Economy. Being authorized, they will act on behalf of the company in filing various applications, such as Business permit. |
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(4) |
If a Luxembourg company conducts transactions with third parties or issues invoices, it must obtain a business permit. The company must have a Luxembourg director in place and must maintain at least one dedicated desk or a separate office. |
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(5) |
After incorporation, the capital of the Luxembourg company must be deposited into a bank account opened under the company’s name within 12 months from the date of incorporation.
Kaizen will assist in opening a commercial bank account with Airwallex. Our services are limited to providing assistance, including preparation of certified incorporation documents as required by the bank, pre-screen of account application documents etc. Bank has the sole discretion to approve the application for opening an account.
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(6) |
Companies with annual revenue (taxable value of goods) exceeding 50,000 EUR, importing goods from non-EU regions by sea or air into Europe, engaging in business-to-business cross-border trade or services within the EU, or operating e-commerce with total sales to EU consumers exceeding 10,000 EUR, are required to register for VAT.
Luxembourg’s current standard VAT rate is 17%, and certain business activities and products are exempt from VAT. If a company’s annual turnover is less than 50,000 euros, it may choose to voluntarily register as a VAT taxpayer. Once registered as a VAT taxpayer, the company can claim a VAT refund on goods purchased for business purposes.
By default, all VAT registered businesses are required to file their Vat return and make payment of VAT quarterly. However, business may request and if approved, file their Vat return on a monthly (Annual turnover > €620,000) or yearly (Annual turnover < €112,000) basis. The VAT return is due by the 15th day of the following quarterly, monthly or annually by the return.
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(1) |
The company must have at least one shareholder and one director; |
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(2) |
Shareholder can be natural person or corporation and no restrictions on nationality. Number of shareholders can be from 1 until 100 natural persons or legal entities; |
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(3) |
Director can be natural person or corporation and no restrictions on the nationality. Number of Directors can be from 1 until 100 natural persons or legal entities; |
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(4) |
Must have a registered address in Luxembourg; and |
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(5) |
The minimum statutory registered capital for a Luxembourg private limited liability company is 12,000 EUR, which must be deposited into the company’s bank account within 12 months of the company’s incorporation. |
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(1) |
Please provide two to three English company names. The company name must end with “Sociedad de Société à responsabilité limitée”, its common abbreviation “S.à r.l.” or “SARL”; |
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(2) |
A copy of each shareholder's passport and a proof of address issued within the last 3 months (such as a utility bill, phone bill, or bank statement). If the shareholder is a legal entity, please provide the Certificate of Incorporation, the latest Annual Return (or document of a similar nature), the latest Register of Directors, Register of Members, and Register of Ultimate Beneficial Owners. Additionally, copies of the passport and proof of address for each shareholder or ultimate beneficial owner holding more than 25% of shares in that company are required; |
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(3) |
A copy of each director's passport and a proof of address issued within the last 3 months (such as a utility bill, phone bill, or bank statement). If the director is a legal entity, please provide the Certificate of Incorporation and its latest proof of address, along with identity and address proof documents for each shareholder or ultimate beneficial owner holding more than 25% of shares in that company; |
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(4) |
If the shareholder is a legal entity, a group structure chart certified and signed by a company director, showing the identity of the current ultimate beneficial owners; |
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(5) |
Information on the Ultimate Beneficial Owner (UBO) of the company to be incorporated, along with a description of the proposed business activities; and |
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(6) |
Filling the “KYC Questionnaires” and “Overseas Company Incorporation Order Form” provided by Kaizen. |
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No. |
Procedure |
Working days (Estimated) |
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1 |
Client confirms engagement of Kaizen for the incorporation of a Luxembourg private limited liability company and provides the documents and information listed in Section 6. |
Client’s schedule |
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2 |
Kaizen issues an invoice and the client arrange payment of our service fees. |
Client’s schedule |
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3 |
Kaizen conducts a name search for the proposed Luxembourg private limited liability company and obtains a Company Name Availability Certificate from the Luxembourg Business Registers (LBR). |
3~5 |
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4 |
Applying for a Business Permit |
Client’s schedule |
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5 |
Kaizen prepares the Power of Attorney (POA) and related documents for client signature. |
5~7 |
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6 |
Client signs the Power of Attorney and other required documents and arranges notarization, legalization and/or apostille in accordance with the laws of the place of execution. |
Client’s schedule |
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7 |
Upon receipt of the duly signed registration documents, Qiyuan arranges for the articles of association to be notarized in Luxembourg. |
5~7 |
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8 |
Register with the Luxembourg Commercial Register, obtain a company registration number (RCS Number), and be officially published in the Luxembourg Official Gazette. |
10~14 |
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9 |
Kaizen assists in completing the beneficial owner declaration |
5~7 |
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10 |
Kaizen assists in applying for Business Permit, upon request |
10~14 |
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11 |
Kaizen assists in opening a Luxembourg bank account |
Bank’s schedule |
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Total: |
2 to 3 months |
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(1) |
If any additional documents need to be prepared, submitted, or notarized during the Luxembourg company registration process, the timeline of the registration process will be affected. |
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(2) |
The above time frame is estimated based on the business activities of the company to be registered does not need to apply for a license or permit. If a license or permit is required, the time required will be extended accordingly. |
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(1) |
One copy of Constitution; |
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(2) |
One copy of Business Registration Certificate (Extrait Registre de Commerce et des Sociétés); and |
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(3) |
One copy of the deposit certificate issued by the bank (Certificado de Desembolso). |
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Item |
Description of Service |
Fees (EUR, exclude tax) |
Remark |
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Basic Maintenance Costs |
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1 |
Annual Registered Agent Services |
Annually |
1,500 |
Anniversary of the Date of Incorporation |
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2 |
Annual Registered Office Address Services |
Annually |
5,000 up |
It depends on the specific location |
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3 |
RCS Annual Filing Fee |
Annually |
50 up |
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4 |
Annual Local Resident Nominee Director |
Annually |
7,500 up |
Depending on the business nature volume of transactions. |
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Accounting and Tax Related Fees |
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5 |
Accounting and Bookkeeping |
Monthly |
400 up |
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6 |
Preparation and Submission of Annual Income tax declaration |
Annually |
5,000 up |
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7 |
Preparation and Submission of Corporate Tax Return |
Annually |
1,000 up |
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8 |
VAT Return Filing |
Per time |
550 up |
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