There are two main types of commercial limited liability companies, the SARL ( Société à Responsabilité limitée) and the SA (Société Anonyme). Two specific holding company structures are provided for by law, the 1929 holding company and the SOPARFI.
SARL
The main characteristics of the SARL are:
- capital of 12.400 euros
- no bearer shares
- a minimum of one shareholder
- no statutory outside auditor needed
- no annual assembly of shareholders necessary (if less than 25 shareholders)
- 1 director (gérant) minimum
SA
The main characteristics of the SARL are:
- capital of 31.000 euros
- choice of registered or bearer shares
- a minimum of two shareholders
- an independent auditor is required
- an annual assembly of shareholders is necessary
- 3 directors minimum
1929 Holding Company
The 1929 holding company is exempt from all forms of Luxembourg taxation but its activities are restricted to the holding of shares and certain other financial instruments. The company may not invest in commodities or futures, or carry out any sort of commercial or industrial activities.
SOPARFI
Contrary to the 1929 holding company the SOPARFI may carry out normal industrial and commercial activities. It benefits from an exemption of taxation on dividends and capital gains on share transfers, provided certain requirements are met.
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