Comparative table - Capital companies

This page was last modified on 17-10-2016

Each type of capital company has specific characteristics with regard to the setup of the business, its partners, management and taxation.

All these aspects must be taken into consideration when choosing the most appropriate form for the business project.

Choosing the most appropriate business form requires an analysis on a case by case basis which may be carried out with the assistance of specialists in business start-ups/takeovers.

Who is concerned

Capital companies are impersonal companies that rely mainly on the capital contributed by the partners, independently of their personal, moral or business capacities.
Company shares are freely transferable and the liability of partners is generally limited to the amount of their contribution.

However, the limited liability company (société à responsabilité limitée - SARL) can be seen as a hybrid company as it has the characteristics of both:

  • a capital company because the financial liability of its partners is limited to the level of their contribution to the company capital;
  • and a partnership because of the limited number of partners and the strict framework governing the transfer of company shares.

How to proceed

Creation of the company

 

Limited liability company
(Société à responsabilité limitée - SARL)

Partnership limited by shares
(Société en commandite par actions - SECA or SCA)

Public limited company
(Société Anonyme - SA)

European Company
(Societas europaea - SE)

Constitutional document

Notarised deed published in full

Notarised deed published in full in the electronic compendium of companies and associations (Recueil électronique des sociétés et associations - RESA) and in the Official Journal of the European Union

Legal personality

Every capital company has a legal personality distinct from that of its partners
As a legal person, it has rights and obligations under commercial and fiscal law

Assets

A capital company holds its own assets

Capital

 

SARL

SECA

SA

SE

Conditions

Minimum of EUR 12,000 fully subscribed and paid up

Minimum of EUR 30,000 fully subscribed with ¼ paid up on formation

Minimum of EUR 120,000 fully subscribed with ¼ paid up on formation

Contributions

Contributions in cash or in kind (valuation by a statutory auditor)

Contributions in industry (services or know-how) are not generally considered to form part of the share capital, but they can be recorded in the statutes and benefit from remuneration

Company shares

Registered company shares that can be transferred under strict conditions

Freely transferable registered or bearer shares / bonds

Partners

 

SARL

SECA

SA

SE

Number of partners

from 2 to 100

from 1

Financial liability

Liability limited to the amount of contributions

Administrative bodies and Management

 

SARL

SECA

SA

SE

Decision-making bodies

Annual general meeting for companies with more than 60 partners

General meeting

General meeting and board of directors meeting or general meeting, management board and supervisory board

Monitoring and auditing of accounts

Internal auditor (commissaire aux comptes) or statutory auditor (réviseur d’entreprises) for SARLs with more than 60 partners

Obligation to audit the company by a statutory auditor depends on size criteria

Internal auditor or statutory auditor

Obligation to audit the company by a statutory auditor depends on size criteria

Accounting and financial information

Annual accounts lodged with the Trade and Companies Register (Registre de Commerce et des Sociétés - RCS)

Tax aspects

 

SARL

SECA

SA

SE

Tax payer

The income of the business is directly taxable at the level of the company: the shareholders/partners are only taxable when the profit is distributed

We speak of distribution of dividend with application of withholding tax: rate of 15%, unless there is a more favourable rate (Double tax treaty, parent/subsidiary directive, etc.)

Taxes

Specific fixed registration fee

Property tax

Communal business tax

Corporate income tax

Net wealth tax

Distributions of dividends are subject to a special withholding tax

Correspondence with other legal forms in Germany and Anglo-Saxon countries

It is important to note that the types of company given below are not strictly equivalent. They are only those most similar to the forms available under Luxembourg law.

Correspondence with other legal forms in Germany and Anglo-Saxon countries

 

SARL (Société à responsabilité limitée)

SECA (Société en commandite par actions)

SA
(Société anonyme)

SE
(Société Européenne)

Germany

Gesellschaft mit beschränkter Haftung (GmbH)

Kommanditgesellschaft auf Aktien (KGaA)

Aktiengesellschaft (AG)

Europäische Gesellschaft

(Societas europea, SE)

United States

Limited Liability
Company (LLC)

Limited Liability Partnership (LLP)

Corporation (Corp.), Incorporated (Inc.)

N/A

Great Britain

Private Limited Company
by shares (Ltd.)

Limited Liability Partnership (LLP)

Public Limited
Company (PLC)

European Company (Societas europaea - SE)