Civil company (Société civile)

This page was last modified on 24-09-2013

A civil company (société civile) is a company governed by the Civil Code. This form of company is often used by the civil, agricultural, liberal and intellectual professions. It is very frequently used to manage immovable assets in the form of a real-estate company constituted under civil law (société civile immobilière - SCI).

There are 4 different forms of civil companies:

  • the société universelle tous biens présents: pooling by the parties of all the movable and immovable assets that they possess and the resulting profits;
  • the société universelle de gains: pooling of what the parties acquire through their efforts, of whatever nature, throughout the life of the company: the movable assets held by the parties over the term of the contract (personally held property only comes in for utilization purpose);
  • the société particulière: applies only to certain defined items, their usage, or the resulting benefits;
  • the société civile immobilière (SCI): pooling of professional property in a legal structure distinct from the operating business. It is called a société civile immobilière de gestion if its objective is to administer the properties it owns and that it leases to the operator. The net income that may be generated by letting is distributed between the partners.

Who is concerned

A civil company is suitable for any natural or legal person that wishes to carry out a non-commercial activity whilst seeking to:

  • optimise the family assets from a taxation standpoint;
  • avoid splitting real estate assets in the event of succession.

Preliminary steps

As a general rule, a civil company must be civil in character which does however not exclude that it has a commercial purpose (but in this case the tax situation as well as other aspects of the company will change).

The object of the company must be characterised by the intuitu personae which translates into the importance of the partners and their absolute will to work together as partners.

How to proceed

Creation of the company

Constitutional documents

  • private or notarised deed;
  • publication in full in the official journal (Mémorial C);
  • creation of a new legal personality, separate from that of its partners.

Duration

  • for the entire life of the partners, unless otherwise specified in the statutes;
  • death or withdrawal results in dissolution.

Capital

Conditions

  • no minimum or maximum;
  • contributions in cash or in kind (no valuation required by a registered auditor (réviseur d'entreprises);

Form of company shares

  • registered shares.

Transfer of company shares

  • unanimity of partners required (unless otherwise stipulated in the statutes).

Partners

Conditions

  • intuitu personae: partners will to associate;
  • natural or legal persons;

Numbers

  • minimum 2 – no maximum.

Liability

  • unlimited liability without joint and several responsibility;
  • liability is proportional to the number of partners and does not depend on the share capital held.

Partners’ meetings

  • the law is silent on this subject, so common law applies to deliberations in meetings.

Functioning

Day-to-day management

  • one or more directors, partners or otherwise.

Business managers

  • natural or legal persons;
  • no minimum or maximum number (single manager, co-management or no management).

Accounting aspects

Accounting and financial information

  • clear and transparent accounts;
  • no obligation of publication.

Tax aspects

Who to contact

'Contact Entreprise' of the 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

'Espace Entreprises' of the Chamber of Commerce
7, rue Alcide de Gasperi
L-2981 - Luxembourg
Luxembourg
Phone: (+352) 42 39 39-330
Fax: (+352) 42 39 39-824
Email: info@espace-entreprises.lu