Do you want to incorporate a company yourself? Here's how to do it.
What legal form for the company?
You must first choose the legal form of your company. The most common forms are a public limited company (abbreviated “S.A. ”) or a private limited liability company (“ S.à r.l.”). For a start-up, the form of the simplified private limited liability company ( S.à r.l .-S.) may be interesting.
The minimum share capital of a S.A. is €30,000 and that of a S. à r.l. is €12,000. For a S.à r.l .-S, which needs to have a commercial purpose and requires a business licence, the share capital is between €1 and €12,000, at your choice.
For all these companies you can have one or more shareholders.
You need a name ...
You must give a name to your company. There are no limits to your imagination, except that it must not already be used by another company. A certificate of availability of the name can be obtained from the Trade and Companies Register (RCS).
… and articles of incorporation
The articles of incorporation regulate the internal life of the company. They must contain in particular the object of the company, its name, the location of its head office, the share capital and the number of shares with their value, the number of directors (for a S.A.) or managers (for a S.à r.l.) and their signing powers, the annual date of the general meeting (for a S.A.) and the financial year (most often from January 1st to December 31).
Of course the articles of incorporation must not be contrary to the legislation regarding commercial companies.
You need draft articles of incorporation to be able to open a bank account in which the share capital must be blocked before the incorporation of the company. With the exception of S.à rl .-S., all companies must be incorporated before a notary and normally it is the latter who draws up your draft articles of incorporation for you.
No company without a bank account
You must now contact a bank of your choice to open an account on behalf of the company, submitting your draft articles of incorporation. This is the step that takes the most time, as each bank has its own customer acceptance procedure.
After acceptance by the bank, you must transfer the amount of the share capital to the account of the company to be formed; this money will remain blocked there until the company is incorporated.
Birth of the company
An appointment must then be made with a notary in order to incorporate the company. However, the incorporation of a S.à r.l .-S. can be done by simple private deed, with the affixing of the signature of the partners(s) under the articles of incorporation.
Last step: registration with the RCS and RBE
L’acte de constitution de la société doit ensuite être déposé au RCS, qui s’occupera aussi de sa publication au Recueil électronique des sociétés et associations (RESA).
Please note: for a S.à r.l .-S, registration with the RCS is held in abeyance until the necessary business licence has been issued to you by the Middle Classes General Directorate of the Ministry of the Economy and communicated to the RCS by you.
Finally, within one month from the confirmation of the registration of the company in the RCS, you must register the beneficial owners in the Register of beneficial owners (RBE). A beneficial owner is any natural person owning or controlling a company with a direct or indirect participation of more than 25% in the capital or voting rights. In the event that no such natural person can be determined, the directors or managers will be registered as beneficial owners.
