FMV & Partners SA - Certified Public Accountant in Luxembourg

Luxembourg plc

The Public Limited Company is a joint-stock company: the partners’ identity is not specially relevant.

The company is the ownership of its shareholders and requires at least one shareholder also allowing a one-man business corporation.

Company's ownership

Shares represent a part of the capital and the proportional property right of the company.

Shares are registered or bearer shares. At the company’s incorporation, shares are always registered; all shares or a part of them can be changed into bearer shares after the company’s incorporation and after paying the entirety of the capital.

The property of registered shares is stated by the registration of the shareholder and the number of shares held in the shareholders’ register.

The property of bearer shares is stated by their holding and the identity of the shareholder are mentionned in a register held by the official custodianof the bearer shares..

Bearer shares can become registered shares by a new registration in the shareholders’ register and the destruction of bearer shares.

The transfer of shares becomes effective by their registration in the share register (private agreement) or by the handing them down.

The minimum subscribed capital amounts to 30.000€ to be paid-up to a minimum of 25%, that is to say 7.500€ during the incorporation.

Company's management

The company is managed by a board of directors composed of a minimum of:

  • 3 executives (management by an executive board) or 3 shareholders (management by a board of directors)
  • 1 executive (management by an executive board) or 1 director (management by a board of directors) for a one-man business company

The daily management of the company is carried out by:

  • a minimum of one executive (management by an executive board) or ONE managing director (management by a board of directors); in practice, a sole manager is responsible for the daily transactions, but several are possible.
  • Should the company have one shareholder, the management shall be entrusted to ONE executive (management by an executive board) or managing director (management by a board of directors).

Directors can be individuals or legal entities. Should the function of management be performed by a legal entity, an individual shall be appointed to represent it.

Shareholders or directors can be of any nationality.

The identity of shareholders (at the incorporation) or directors is publicly known and can easily be checked in the Trade Register via the Internet.

An auditor certifies the balance sheets.

The corporate activity is described in the object of the company.

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