Taras Miroshnychenko

Head of practice

E-mail

miroshnychenko@prikhodko.com.ua

Phone numbers

Head of Corporate Law and Fintech Practice. Expert in the creation and reorganization of companies, support of M&A transactions, as well as legal support for opening and running a business in the EU, Asia, and North America.

Opening and supporting a business in Luxembourg

Registering a business in Luxembourg is not about a “tick” or about offshore in the classical sense. It is about access to the cheapest money in Europe (Eurobonds, investment funds), asset protection at the level of a grand duchy, and a reputation that does not require additional explanations before counterparties from Deutsche Bank or BNP Paribas.

But there is a nuance: local legislation adores papers, seals, and procedures that a Ukrainian businessman would call “excessive.”

Prikhodko and Partners offers more than just legal support. We act as your local compliance officer, a translator from bureaucratic to human, and sometimes a diplomatic representative in the face of the Luxembourg tax inspector.

Consultation from a lawyer

Registering an LLC (SARL), branch or holding: what do smart people choose?

The main mistake is to think that the Luxembourg SARL (Société à responsabilité limitée) is an analogue of the Ukrainian LLC. Yes, limited liability. No, the procedures are completely different.

Without professional support, you risk:

Being refused registration due to an incorrectly filled out RCS (Registre de Commerce et des Sociétés) form.
Getting “stuck” at the stage of obtaining a business visa (authorisation d’établissement), which is required for 70% of activities.
Wasting months on agreeing on the charter, which in Luxembourg must be notarized in person with the possibility of remote identification (yes, it is technically possible, but not all notaries like it).

What exactly do we do as part of the turnkey service?

Key tasks that Prikhodko & Partners support solves:

Choosing an organizational form. SARL (for small and medium-sized businesses), S.A. (joint-stock company for large players), or branch (branch of an existing company). Each form has its own authorized capital threshold (from 12,000 euros for SARL, of which 25% – at the time of registration) and requirements for directors.
Obtaining a business permit. For the fields of finance, IT, logistics, construction – without this permit you will not even open an account. The consideration period is up to 3 months if submitted without preparation. We reduce it to 4-6 weeks.
Development of the statutes (statuts). This is not a template from the Internet. In Luxembourg, the statutes often contain provisions on the mechanisms for exit of participants, the preemptive right to purchase shares and even family provisions (if it is a holding company).
Opening a corporate account. Local banks (BCEE, BGL BNP Paribas, ING) require economic substance. Simply “registering a company with a mailbox” will not work from 2019.

Is it possible for a non-resident to register a company in Luxembourg without a visa?

Yes, it is legally possible. You do not have to be physically present at the time of submitting documents to the RCS if you have a power of attorney for our representative. However, to sign the charter at a notary, either personal presence or remote identification via video link is required (the service is available from 2022). To obtain a business permit, a type D visa will be required if you plan to be a director. If you hire a local – no.

Typical situations when without our help you can’t get anywhere

Situation	Risk of independent actions	What Prikhodko & Partners does
Participant – Ukrainian legal entity	Refusal of the notary due to the lack of apostilled statutory documents + translation into French/German.	We order an apostille, make a notarized translation, check compliance with the requirements of the CSSF (financial regulator).
Business model – fintech or crypto	Falling under enhanced compliance or blocking of accounts at the due diligence stage.	We prepare AML/KYC programs, justify sources of capital, help obtain a PSP (Payment Services Provider) license.
Appointment of a non-resident director	Bank requirement for personal presence and evidence of “management loyalty” to Luxembourg.	We offer a nominee director (at the time of registration) or structure management through a holding company.

Taxes, reporting and “Luxembourg compliance”: no myths

Luxembourg is not a tax haven – it is a tax-efficient jurisdiction. The corporate tax rate (17-24% depending on profit) is not scary when you have access to double taxation treaties with 80+ countries, including the updated agreement with Ukraine.

But there are three things you should know before registering:

Annual reporting (RCS and RBE). Even if the company is not operating, you are required to submit annual financial statements (for SARL – simplified, for S.A. – full with an auditor). The penalty for late payment is from 250 to 2500 euros.
Transfer pricing. If your Luxembourg holding sells services to a Ukrainian “daughter” at inflated prices, the Luxembourg tax office has the right to reclassify the transactions. We prepare documentation that can withstand inspection.
Annual contribution to the Trade Register (TVA). Even if you are not a VAT payer (i.e. your turnover is less than €35,000), you pay a fixed contribution of ~€535 per year.

What is included in our legal support after registration?

Accounting outsourcing (optional): we recommend verified Luxembourg comptables who work with Ukrainian owners.
Legal address (domiciliation): we provide an official address within the city of Luxembourg to receive correspondence from the RCS and tax authorities (without this you will not register).
Representation in court or before regulators: if there is a dispute about resident status or the need to appeal the CSSF decision.
Updating the charter when changing the shares of participants: in Luxembourg, even the sale of 1% of the share requires a notarial deed, unless otherwise provided for by the charter.

Find out the cost of legal support

How much does it really cost to maintain an empty SARL without activity for one year?

Minimum budget: 535 euros – RCS contribution, 1200-2000 euros – registered office and services of a nominee director (if any), 1500-2500 euros – simplified accounting (zero declaration). Total: about 3500-5000 euros per year. If you are not ready for such expenses, consider Estonia or Cyprus. Luxembourg is not for saving on “empty” structures.

How Prikhodko & Partners registers a business in Luxembourg: step by step

We do not send you a “100-page checklist” and do not disappear for a month. Each client gets access to a closed Telegram channel with a task tracker. Here is our algorithm:

Diagnostics (3-5 days). You fill out a questionnaire about the type of activity, sources of capital and ownership structure. We check whether you need a business permit and whether there is no conflict with the EU sanctions lists.
Preparation of documents (10-14 days). We legalize the statutory documents of the founders (apostille + translation), prepare the statutes taking into account your wishes for management, fill out the form for registration in the RCS.
Notary registration (5-7 days). We organize a meeting with a Luxembourg notary (remotely – via video conference with a legally binding digital signature). After signing the statutes, you receive an extract from RCS – this is an analogue of an extract from the Unified State Register of Companies.
Application for a business permit + account opening (in parallel, 4-8 weeks). While the check is ongoing at the Ministry of Medium-sized Businesses, we submit applications to 2-3 banks. After receiving the permit, you have a working account in 3 days.
Post-registration (2 weeks). We register with the tax office (AED), register for a VAT number (if necessary), submit the first annual notification (déclaration fiscale) – even a zero one.

How long does it take to open a bank account for a new company?

From 3 to 12 weeks. The fastest are BCEE and Banque Internationale à Luxembourg (BIL), if you have a transparent ownership structure and a confirmed source of capital. The longest are ING and BNP Paribas (they conduct extended compliance even for Ukrainian owners). Prikhodko & Partners has a priority queue at BCEE – we open an account on average 4-5 weeks after receiving an extract from the RCS.