Constitutional documents / articles of association
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The articles of association are the constitutional documents and the company's fundamental charter which set out its operating rules.
It is a key element in the process of setting up a business.
For commercial companies, the articles of association make the company a legal entity (legal personality) meaning that it can act as such and make commitments to third parties.
Who is concerned?
Prerequisites
For limited liability companies (SARL, SA, SE, SCA), the articles of association must be drawn up before a notary.
For unlimited liability companies (SENC, SCS, cooperative companies, civil companies), the articles of association can be drawn up as a private deed (i.e. without the involvement of a notary) or before a notary.
Preliminary steps
Before setting up a company, entrepreneurs can check the availability of the name they wish to give to the company by doing a search on the website of the trade and companies register (RCS).
A business permit is not required in order to set up a company. However, if the planned activity requires a business permit or other specific permits or licences, it is advisable to ensure that the person responsible for the management or administration of the business satisfies the conditions for access to the profession.
Costs
The notary fees which apply to notarised deeds are set by government regulation. They are calculated depending on the type of deed to which they refer and are based on the fee scale set by the Chamber of Notaries.
How to proceed
Mandatory information
The purpose of the constitutional document is to determine how the company operates and must include at least the following information:
- company name;
- company type;
- company object;
- trade name;
- share capital;
- registered office;
- lifetime of the company;
- names of joint partners;
- names of business managers and indication of the type and extent of their powers.
The articles of association may also include additional clauses.
Prohibited clauses
However, some clauses are forbidden and should be considered as null and void. This is the case in particular for 'unfair' clauses which:
- attribute all of the profit or loss to one of the partners;
- release certain partners from assuming any of the loss;
- deprive certain partners of any share in the profits.
Where applicable, it may be useful to seek assistance from a notary, even for company types that do not require a notarised deed by law.
The form of the deed
The constitutional document must be drawn up in writing, either in French or in German, depending on the parties' wishes.
It may be drawn up in English, provided that a French or German version is subsequently provided. In the event of a discrepancy, the French or German version shall take precedence, unless the parties in question have agreed otherwise.
Notarised deeds signed before a notary must be registered by the notary with the Registration Duties, Estates and VAT Authority (Administration de l’enregistrement, des domaines et de la TVA) within 15 days of signature. They must then be lodged electronically with the Trade and Companies Register (RCS) within the month following the signature in order to be published in the electronic compendium of companies and associations (Recueil électronique des sociétés et associations - RESA).
The publication in the RESA takes place on the day the constitutional documents are lodged or at a fixed date chosen by the person requesting the publication, within 15 days after the lodging.
The signatories of constitutional documents drawn up as private deeds must, within the month following the signature, file their deeds with the RCS for registration and publication in the RESA.
Online services and forms
Who to contact
'Contact Entreprise' at the Chamber of Skilled Trades and Crafts - Luxembourg
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Chamber of Skilled Trades and Crafts 'Contact Entreprise' at the Chamber of Skilled Trades and Crafts - Luxembourg
- Address:
-
2, Circuit de la foire internationale
L-1347
Luxembourg-Kirchberg
Luxembourg
B.P. 1604 / L-1016
- Email address:
- contact@cdm.lu
- Website:
- http://www.cdm.lu/
House of Entrepreneurship
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House of Entrepreneurship
- Address:
- 14, rue Erasme L-1468 Luxembourg Luxembourg
- Phone:
- (+352) 42 39 39 - 330
- Email address:
- info@houseofentrepreneurship.lu
Closed ⋅ Opens Monday at 8.30
- Sunday:
- Closed
- Monday:
- 8.30 to 17.00
- Tuesday:
- 8.30 to 17.00
- Wednesday:
- 8.30 to 17.00
- Thursday:
- 8.30 to 17.00
- Friday:
- 8.30 to 17.00
- Saturday:
- Closed
Chamber of Notaries
-
Chamber of Notaries
- Address:
-
53, boulevard Joseph II
L-1840
Luxembourg
Luxembourg
B.P. 1936
- Phone:
- (+352) 44 70 21
- Fax:
- (+352) 45 51 40
- Email address:
- chambre.des.notaires@online.lu
- Website:
- http://www.notariat.lu/
Luxembourg Business Registers
-
Luxembourg Business Registers
- Address:
- Luxembourg
-
Luxembourg Business Registers - Luxembourg Office
- Address:
-
14, rue Erasme
L-1468
Luxembourg-Kirchberg
Luxembourg
L-2961 Luxembourg
- Phone:
- (+352) 26 428-1
- Fax:
- (+352) 26 42 85 55
- Email address:
- helpdesk@lbr.lu
- Website:
- https://www.lbr.lu/
Monday to Friday from 09.00 - 12.00 and 13.30 - 16.00
Registration helpdesk: Monday to Friday by appointment only -
Luxembourg Business Registers - Diekirch Office
- Address:
- Place Joseph Bech L-9211 Diekirch Luxembourg
- Phone:
- (+352) 26 428-1
- Fax:
- (+352) 26 42 85 55
- Email address:
- helpdesk@lbr.lu
- Website:
- https://www.lbr.lu/
Mondays, by appointment only
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Related procedures and links
Procedures
Links
Further information
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Créer mon entreprise
sur le site de la Chambre des métiers
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I want to create my company
on the Chamber of Commerce website
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How to set up a business in Luxembourg
on the Startup Luxembourg website
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La chambre des notaires
Site de la chambre des notaires
Legal references
- Code civil
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Loi modifiée du 10 août 1915
concernant les sociétés commerciales
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Loi modifiée du 19 décembre 2002
concernant le registre de commerce et des sociétés ainsi que la comptabilité et les comptes annuels des entreprises
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Loi du 27 mai 2016
modifiant, en vue de réformer le régime de publication légale relatif aux sociétés et associations, - la loi modifiée du 19 décembre 2002
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