Taking Off - The American Chamber of Commerce Luxembourg

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INFoRMATIoN TooLBoX the “Seven days” of Setting up an It Company Establishing an IT business in Luxembourg is a challenging opportunity, the advantages of which have already been recognized by major IT and e-commerce companies. Although the world was created in seven days, it is, of course, not really possible to establish an IT company in a week. However, when establishing an IT business you should, as a starting point, take into consideration the following seven major aspects. By Gary Cywie & Rima Guillen, MNKS DaY 1: CONSIDERING BUSINESS LICENSE aSPECTS Carrying out certain trading/commercial activities in Luxembourg may require a business license to be obtained in advance. Even though the process of obtaining the business license is not complicated, it requires consideration of certain aspects and may take some time. For example, it is important to note that the business license is held by an individual person and may be issued only to residents of Luxembourg or nearby. Thus, it is important to determine in advance which person is most suitable to undertake this role. when the selection of a person is made, it is important to gather all the necessary information confi rming suffi cient qualifi cation and honorability of such person to handle the envisaged activities. To prove this, the certifi cates and professional diplomas relating to the professional and educational background of the manager/director should be submitted to the Ministry of Middle Classes. a business license is required for certain activities only; it is therefore necessary to confi rm on a case-by-case basis whether the concerned activities fall within the scope of the business license requirement. For example, if your activities would be limited to software licensing within a group of companies, a business license might not be necessary. DaY 2: CONSIDERING COMPaNY Law aSPECTS although the most important thing is probably not to think about the name of the company, you should nevertheless verify the availability of your choice with the Luxembourg Trade and Companies Register. One of the most important aspects is to choose your company’s legal form. Business in the Grand Duchy of Luxembourg may be carried out by individual traders or by way of forming a corporate entity. The Luxembourg S.a. (public limited company) and S.à r.l. (private limited liability company) are the most common business structures. It is generally agreed that the S.à r.l. is more fl exible than the S.a. One should equally think of how many shareholders the corporate entity should have and whether it is desirable to determine their relationship in a shareholders' agreement (i.e., whether to adapt any specifi c voting rights, profi t allocation rules, pre-emption rights and entry requirements for new shareholders as well as dispute resolution clauses). These questions may also have an impact on the choice of the legal form as well. One should also think about the share capital that should be subscribed: the requirements of the minimum share capital (e.g., EUR 31,000 for an S.a. and EUR 12,500 for an S.à r.l.) should, of course, be respected, as should thin capitalization rules. as you may know, Luxembourg law does not provide for thin capitalization rules, but the tax practice generally requires a 85:15 debt to equity (Continued on page 22.) Gary Cywie 20 Connexion Q2 2012 www.amcham.lu
éDition 2012 Doing business in Luxembourg? LUXEMBOURG BUSINESS LAW BOOK (ed. 2012) 630 pages Price : 220 € VAT incl. Shipping cost : 5 € (Luxembourg) Free shipping for online purchase on www.legitech.lu Here’s the law! This book contains several of the principal business laws of Luxembourg in the areas of taxation, corporate law and the financial sector, updated as of March 1, 2012. We believe that this book represents a unique achievement in Luxembourg legal publishing history; one that we hope will assist English-speaking lawyers and businesspersons with their understanding of Luxembourg law and allow them to better explain the legislation to their international clients. The Luxembourg Business Law Book will be updated on a regular basis. www.legitech.lu
Page 1: luxembourg amcham report Q2 2012 Ta
Page 4 and 5: ContentS SPECIAL FEATURE* BUSINESS
Page 6 and 7: NEW MEMBERS Chartered DSM Avocats
Page 8 and 9: SPECIAL FEATURE Taking Off Business
Page 10 and 11: SPECIAL FEATURE 10 Ourmières belie
Page 12 and 13: amcham committees: ABAL Luxembourg
Page 14 and 15: amcham committees: HR Photo: Robert
Page 16 and 17: integration issues Introducing the
Page 18 and 19: AUDIT CORPORATE Philharmonie Luxemb
Page 22 and 23: INFORMATION TOOLBOX The “Seven Da
Page 24 and 25: INFORMATION TOOLBOX Photo: Blitz Ag
Page 26 and 27: SPECIaL INTERVIEw Interview with th
Page 28 and 29: member spotlight Building Bridges:
Page 30 and 31: CoMMUNITy NEWS Women's day event AM
Page 32 and 33: CoMMUNITy NEWS Chris pavone event C
Page 34: LUXEMBoURg NEWS * Win a copy of The

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