Société Anonyme (Luxembourg)

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The Société anonyme (SA) is comparable to the German stock corporation . Together with the Société à responsabilité limitée (SARL), it is the most common legal form for commercial enterprises in Luxembourg and has been regulated by law since August 10, 1915. An SA can pursue both economic and ideal purposes.

General

In Luxembourg, the SA is chosen as a corporate form not only for large companies, but also by small and medium-sized enterprises (SMEs), as the shares in these companies can be bearer shares and are therefore easier to transfer. The Luxembourg Société anonyme is a corporation, for whose liabilities only the company's assets are liable. The shareholders are therefore only liable to the extent of their contributions.

founding

The establishment of an SA in the Grand Duchy takes place through a notarial certification of the articles of association, often also called "articles of association" as in German law. As a rule, this is done in French, even if German or Luxembourgish are also possible as official languages. The articles of association are filed in the commercial register, the Registre de Commerce et des Sociétés (RCS) . Unlike in the Federal Republic of Germany, the company has unlimited capacity to act after the notarization. A foundation can be made by natural or legal persons of any nationality and regardless of residence. If the articles of association do not provide for any limitation, the SA is established for an indefinite period.

Minimum deposit and shares

In a Luxembourg SA, both bearer and registered shares are possible, with and without voting rights . Registered shares, however, require the keeping of a share register. The share capital amounts to at least 30,000  euros and must be fully subscribed, whereby the capital can also consist of contributions in kind or a combination of cash and contributions in kind . The valuation of contributions in kind must be carried out by an independent auditor. Furthermore, at least 25% of the nominal value of each share must be paid up when the company is founded. Until the full payment has been made, only registered shares may be issued, but these can be converted into bearer shares once the capital has been fully provided. In the case of a capital increase , the shareholders enjoy subscription rights . If the shares are issued with a nominal value , this must be the same for all shares and amount to at least 1.24 euros.

Managing directors

The SA can be administered according to the one- tier system with an administrative board or, according to the two-tier system, by a board of directors and a supervisory board charged with managing the company .

Management by a board of directors (conseil d'administration)

The general meeting appoints the members of the administrative board (administrateurs). If the company has more than one shareholder, this must be at least three people. The members can be both natural and legal persons. The term of office is limited to six years. There is a possibility of re-election. The members of the Board of Directors do not assume any personal liability with regard to the Company's obligations, but are liable for any errors or offenses, such as tort , that they may commit in the performance of their duties.

Management by the management board (directoire) and the supervisory board (conseil de surveillance)

For the supervisory board, which is supposed to monitor the activities of the board of directors, the same formal regulations apply as for the administrative board with regard to convocation, duration and liability. Members of the supervisory board may not be active on the management board at the same time. The shareholders or the supervisory board also determine the members of the management board at the general meeting, the number of which should be specified in the articles of association. If no number is specified in the Articles of Association, the Supervisory Board can determine the number. In companies with a capital of less than 500,000 euros or only one shareholder, there is only one board member. Management board members can also be natural or legal persons, their term of office is also limited to six years, there is the possibility of re-election and they are only personally liable if they commit errors or crimes in the management of their office. Simultaneous membership in the Supervisory Board is not possible.

General meeting

A general meeting of shareholders and an ordinary or extraordinary general meeting can be called by the board of directors or by the internal auditors, the commissaires . If the articles of association do not stipulate any modalities for calling a general meeting, this must be carried out at least once a year.

Accounting

The SA is obliged to draw up a balance sheet , the profit and loss account and - if necessary - to draw up an asset and management report. These are to be approved by the shareholders at the general meeting. The annual financial statements as well as the management report / audit report by an internal auditor or external auditor must be filed in the Registre de Commerce et des Sociétés (Luxembourg commercial and company register) within seven months of the end of the financial year. If at least two of the following criteria are met, a simplified accounting can also be carried out.

Specific individual items can be summarized in the income statement if two of the following criteria are met in the balance sheet.

  • The balance sheet total does not exceed 20 million euros.
  • The net turnover does not exceed 40 million euros.
  • The average workforce does not exceed 250 employees.

The financial statements must comply with the so-called under Lux GAAP - accounting policies are created in French. Monitoring by one or more external auditors is mandatory in those companies whose balance sheet exceeds two of the following values after two consecutive financial years .

  • A balance sheet total of 4.4 million euros
  • A net turnover of 8.8 million euros
  • An average workforce of 50 employees

Companies that do not meet these criteria can be monitored by one or more internal auditors, who may also come from among the shareholders.

taxation

In addition to the business tax, the property tax and the corporate income tax in can real estate holdings and the SA property tax incurred. The sales tax return is made for annual net sales of less than 112,000 euros, quarterly for net sales of 112,000 to 620,000 euros and monthly for all other higher sales.

See also

swell

  • Luxemburg Consulting Group (Ed.): Business Luxemburg company formation. September 2013.
  • Public company (Société anonyme - SA). Official website of the Government of Luxembourg, company portal at: guichet.lu. (Partly in French), Retrieved July 23, 2017.