Constitutional documents and articles of association

This page was last modified on 25-10-2016

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.

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Who is concerned

Any (future) entrepreneur, whether a natural or legal person, wishing to create a commercial company in Luxembourg is obliged to draw up articles of association for the company.

Prerequisites

For limited liability companies (SARL, SA, SE, SECA), the articles of association must be drawn up before a notary.

For unlimited liability companies (SENC, SECS, 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 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. 

Constitutional documents signed before a notary must be registered by the notary with the Indirect Tax Authority (Administration de l’enregistrement et des domaines) within 15 days of signature. They must then be lodged electronically at 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.

Who to contact

Chamber of Skilled Trades and Crafts
2, Circuit de la foire internationale
L-1347 - Luxembourg-Kirchberg
Postal box B.P. 1604 / L-1016
Luxembourg

Email contact@cdm.lu

14, rue Erasme
L-1468 - Luxembourg
Luxembourg
Phone: (+352) 42 39 39 - 330
Email info@houseofentrepreneurship.lu

Opening hours
from 8.30 to 17.30
53, boulevard Joseph II
L-1840 - Luxembourg
Postal box B.P. 1936
Luxembourg
Phone: (+352) 44 70 21
Fax: (+352) 45 51 40
Email chambre.des.notaires@online.lu