Glossary of Luxembourg Company Law

Terms from A to Z

AED

Administration of Registration, Estates and VAT. It registers VAT taxable persons and receives their returns.

Annual accounts

balance sheet, profit and loss account and notes prepared at the close of each financial year, approved within 6 months and filed with the RCS no later than 7 months after the year end.

Apostille

certificate that authenticates a foreign public document so that it is recognised in Luxembourg, between states party to the 1961 Hague Convention.

Articles of association

deed that founds the company and sets its rules: name, form, purpose, registered office, capital, duration, management and powers.

Beneficial owner

natural person who ultimately owns or controls a company, notably by holding more than 25% of the capital or voting rights.

Branch

Luxembourg establishment of a foreign company, without separate legal personality, registered with the RCS.

Business permit

authorisation issued by the Ministry of the Economy to carry out a commercial, craft or liberal activity in Luxembourg. The chancellery fee is €50.

CCSS

Joint Social Security Centre. It registers employers, affiliates employees and self-employed people and collects contributions.

Certificate of professional standing

condition of the business permit: no convictions or bankruptcies incompatible with managing a business.

Company name

official name of the company, set in the articles and registered with the RCS. It must be distinct from names already registered.

Corporate purpose

clause of the articles that defines the company’s activities. It must stay consistent with the business permit applied for.

CSSF

Financial Sector Supervisory Commission. It licenses and supervises banks, funds, managers and other financial sector professionals.

Domiciliation agent

professional who provides a registered office to a company and takes on due diligence obligations as a result. A domiciliation is not a physical establishment.

eCDF

electronic platform for collecting financial data, used to validate annual accounts and file VAT returns.

Effective management

real and permanent day-to-day management by the manager holding the business permit, with regular presence at the establishment.

General meeting

meeting of shareholders that approves the accounts, appoints the managers and decides on amendments to the articles.

KYC

short for “know your customer”: identification and verification of the client, its beneficial owners and the source of funds by the bank, notary or domiciliation agent.

LBR

Luxembourg Business Registers, an economic interest grouping that runs the RCS, the RBE and the RESA platform.

Legal reserve

portion of annual profit, 5%, set aside in a SARL or an SA until it reaches 10% of the share capital.

Licensed accountant

registered professional who keeps the books and prepares the tax returns of businesses. Our clients are introduced to an independent licensed accountant.

LuxTrust

Luxembourg electronic certificate used to authenticate and sign on MyGuichet.lu and on the LBR website.

Manager

executive of a SARL or SARL-S, a shareholder or not, appointed by the articles or by the general meeting of shareholders.

Matricule

national 13-digit identification number of a natural person or legal entity, used notably by the CCSS and the tax administration.

MyGuichet.lu

the State’s online space for filing procedures, including the business permit application and the initial VAT registration.

Notary

public officer who receives authentic deeds. A notary is mandatory to form a SARL, an SA, an SCA or a European company.

Paying up of capital

actual payment of the promised contributions. Since 2 June 2026, the minimum cash capital of a SARL or SARL-S can be paid up within 12 months.

PCN

the standardised Luxembourg chart of accounts, under which companies present their account balances.

Principal manager

person declared to the RBE when no beneficial owner can be identified: generally the members of the management body.

Private deed

deed signed by the parties without a notary. It is enough to form a SARL-S, a SENC, an SCS or an SCSp.

RBE

register of beneficial owners. Every registered company declares its beneficial owners there within one month, then each change within one month.

RCS

trade and companies register, run by the LBR. The articles and amendments are filed there within one month.

Registered office

legal address of the company in Luxembourg, entered in the RCS. It can be provided by a lease or by a domiciliation agent.

RESA

electronic compendium of companies and associations, the online official gazette where deeds filed with the RCS are published.

SA

public limited company (société anonyme), with minimum capital of €30,000 divided into shares, at least a quarter paid up at incorporation, formed before a notary.

SARL

private limited company with 1 to 100 shareholders, minimum capital of €12,000 fully subscribed, formed before a notary.

SARL-S

simplified private limited company, reserved for individuals, with capital of €1 to €11,999, formed without a notary. One person may hold only one SARL-S.

SCSp

special limited partnership, without legal personality, used notably for investment funds and co-investment vehicles.

Share capital

total of the contributions the shareholders undertake to make to the company in exchange for shares. The minimum depends on the company type.

Statement of no bankruptcy

statement made before a notary by a manager who is non-resident or has been resident for less than 10 years, as part of the business permit.

VAT number

identification number assigned by the AED to the taxable person, prefixed LU, to be shown on invoices.