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Luxembourg

CREATE A COMPANY IN LUXEMBOURG
COMPANY TAX - 20/21% -

Incorporate, form or create a company in Luxembourg

Country characteristics:
Geographical location: In front of Saint Malo (North coast of France).
Political regime: Constitutional monarchy.
Population: 562,958 inhabitants (2014).
Idiom: Luxembourgish, French and Fleman.
Currency: Euro.
Time zone: GMT 1.

PRESENTATION
Luxembourg, located between Germany, Belgium and France, is one of the six founding members of theEuropean Union.
By enjoying a strategic geographical location and a very attractive fiscal policy,Luxembourg has the largest number of foreign investors on its territory.
This jurisdiction is a true paradise for entrepreneurs / investors who want to develop theiractivity enjoying an unrivaled reputation within the EU.
However, it must be remembered that the creation of a company in Luxembourg requires formalitiesvery specific administrative procedures and full respect for the country's legal and fiscal regulations.

SOCIETY CREATION
The types of company most frequently used in Luxembourg are the SARL, the SA and, with lessoften holdings.

SARL SOCIETY
• There are no limitations regarding the number of shareholders, their residence or theirnationality. A single shareholder may be enough to set up the company.
• Minimum of one administrator / manager, who can also be a partner.
• The manager can be a natural or legal person.
• Ordinary General Assembly: If the SARL has more than 25 members, it must be heldannually.
• Minimum capital required of € 12,500.00, payable in full at the time of theConstitution.
• The activities carried out in Luxembourg depend on the legal structure of the companyconstituted.
• The domiciliation of the registered office must be accompanied by mandatory officesphysical in Luxembourg. (Only consultancies are authorized to domicile a companyaccountants, law firms and professionals in the financial sector).
• Obligation to appoint an account auditor if the company has more than 25 partners.

SOCIEDAD SA
• There are no limitations regarding the number of shareholders, their residence or theirnationality. A single shareholder may be enough to set up the company.
• Company managed by a Board of Directors:
* If a shareholder -> 1 member required.
* If more than one shareholder-> 3 members as a minimum necessary and obligation tochoose an administrator-delegate.
• Ordinary General Assembly: It must be held at least once a year on the dateestablished in the statutes.
• Minimum capital required of € 31,000.00.- - 25% must be paid up at the timeof the constitution.
• The activities carried out in Luxembourg depend on the legal structure of the companyconstituted.
• The domiciliation of the registered office must be accompanied by physical offices inLuxembourg. (Only accounting consultancies,law firms and professionals in the financial sector).
• Obligation to appoint an account auditor.
• Incorporation of the company by notarial act. Society acquires its status as suchat the time of signing before a notary.
The company acquires legal personality at the time of signing the statutesnotary

TAXATION
Thanks to its many bilateral tax agreements, Luxembourg is an excellent choiceto enjoy minimal taxation, read none. However, all the
fiscal and financial regulations corresponding to the legal structures of the incorporated company,since the variations can be important.

THE PRESENT TAXES ARE SUBJECT TO DEDUCTIONS THAT MAY REACH
THE TOTAL EXONERATION.
(Consult with our accounting experts).

TAX FOR SOCIEDADES SARL Y SA
• A company created in Luxembourg pays a tax on collectivities (Fromcompanies) of between 20 and 22% (depending on income) and on the capital gains obtained.
• Rates on dividends between 0 and 15%.
• A contribution to the fund on employment of 5%.
• A communal tax on companies between 6 and 10%.
• The lowest VAT in Europe: 15% (refund possible, presentation of expense notes:
fuel, restaurants ...).
• Taxes on royalties and interest are 0%.
• Tax on fortune of 0%.
• Likewise, companies incorporated in the Grand Duchy are obliged to maintain andsubmit your accounting.

SOPARFI TAX REGIME PARA SARL Y SA: AN ATTRACTIVE TAXATION
The SOPARFIs are capital companies (Of financial participations) within the domain of theCommon law and that they enjoy the European regime against double taxation and numeroustax advantages. More specifically, these are commercial companies whose main purpose isacquire holdings in Luxembourg or foreign companies and managesaid participations. They allow to reconcile commercial and financial activities in the samelegal structure.
In the event that SOPARFI does not have the sole activity of holding holdings,will enjoy the regime of the "Parent and Subsidiary Companies" directive, according to which it may beexonerated at the same time from dividends received by its subsidiaries and capital gainsobtained at the time of the transfer of their shares:
• Total exemption from tax on dividends.
* SOPARFI must:
- Have at least 10% of the capital of the subsidiary.
- The acquisition price of the participation must be at least 6,000,000.00.- € for aminimum period of one year.
* The subsidiary must be:
- Or a company with taxable Luxembourg capitals.
- Or a company with non-Luxembourg capitals subject to the corresponding taxon collectivities (Corporation Tax).
- Or a company resident in a member country of the European Union subject to taxabout companies in your country of residence.
- In case the mother house is not established within the EU, a fee will be appliedprovided for by international convention to avoid double taxation.
• Exemption of capital gains on the transfer of shares.Conditions identical to the exemption of dividends.

SPF TAX REGIME FOR SARL Y SA: SOLUTION FOR HOLDINGS
• The activity of the Family Heritage Management Society is limited to the acquisition,detention, management and realization of financial assets such as:
- Shares, parts of private or listed companies
- Fixed-term accounts, Luxembourg or foreign mutual funds.
- Structured products, precious metals, options, currencies, etc.
- Guarantee or advance funds to its subsidiaries (No interest).
• The SPF may not carry out any commercial activity, own real estate or haveintellectual rights. You can only own entities that perform these activities.
• The SPF is exempt from paying the following taxes: on companies, on income,commercial, communal and on the fortune.
• Registration fee of 0.25% on the paid-up capital.

Characteristics of the creation of a Luxembourg company:
Kind of society:
- SARL (SOPARFI REGIME).
- SA (SOPARFI REGIME).
Capital needed:
SARL: € 12,500.00 -> fully payable at the time of incorporation.
SA: € 31,000.00.- -> 25% payable at the time of incorporation.
Legal system: Civil law.
Number of directors / shareholders: Minimum, 1 administrator / 1 shareholder.
Anonymity and Confidentiality (Nominee Service): The name of the administrators is public (it is published in the Official Gazette and is available in the RCS), so it is possible to use the service of an administrator by mandate.
Secretary service: Not.
Company taxes (On profits):
SARL and SA -> Tax on the Income of the Communities (ICC) + Tax on the fortune (IF).
If income <€ 15,000.00 at 20%.
If income> 15,000.00.- € at 21%.
Fortune tax: 0%.
Tax on dividends: Between 0% and 15%.
VAT: 15% (Standard).
Government fees: Yes, € 75.00.
Accounting requirements: Obligation to maintain accounting and submit annual reports.
Bearer shares:
- SARL -> Registered: with registration that mentions the identity of the partners, the mention of the assignments and the date of notification or acceptance.
- SA -> Registered or bearer shares: Registered until their release but, if requested by the shareholder, they can be converted into bearer shares.
Control of non-resident changes: Not.

Links of interest:
Luxembourg government website: http://www.gouvernement.lu

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