Business Registration in Luxembourg in 2026: access to the European capital market, structuring investment funds and legalising fintech projects.
The Grand Duchy of Luxembourg is a reputable jurisdiction that provides access to European investment funds and strengthens credibility with leading banks (J.P. Morgan, BNP Paribas). However, integration requires strict due diligence and genuine economic presence (substance).
Prikhodko & Partners is one of the leading partners for Ukrainian businesses in matters of company registration and ongoing support in Luxembourg. We provide comprehensive support: from selecting the optimal company form and preparing documents to business registration, opening a corporate account, accounting and tax support.
Important change (Bill 8669): In 2026, the requirement for the prior blocking of capital was abolished. Payment of the SARL share capital (EUR 12,000) may legally be deferred for 12 months, significantly accelerating the launch of the business.
Luxembourg is rarely chosen solely for the formal registration of a company. Its strengths become most evident in projects that require a European holding structure, investment raising, management of corporate assets, work with funds or the launch of a regulated financial business.
At the same time, Luxembourg is not a traditional offshore jurisdiction. A company must have a clear economic function, a transparent ownership structure, proper corporate governance and a level of presence corresponding to the nature of its activities.
Before registration, it is necessary to determine the role of the Luxembourg company:
The main mistake investors make is assuming that a Luxembourg SARL is a complete equivalent of a Ukrainian LLC. European capital and management requirements differ significantly. We structure businesses depending on your objectives:
| Company form | Capital requirements and Features | Suitable for |
|---|---|---|
| SARL (Private Limited Liability Company) |
Capital of EUR 12,000 (deferral of up to 12 months is available). Registration exclusively through a notary, registered shares. | Medium-sized businesses, trade, logistics, basic holding structures. |
| SA (Public Limited Company) |
Capital of EUR 30,000 (at least 25% is paid immediately). Independent audit is mandatory. | Large corporations, investment raising, IPOs. |
| SOPARFI (Holding regime) |
Tax exemption on dividends subject to conditions: ownership of more than 10% of a subsidiary or an investment exceeding EUR 1.2 million. | Management of corporate interests, M&A. |
| SPF and SCSp (Private capital) |
SPF: 0% corporate income tax (subject to a 0.25% subscription tax). SCSp: tax-transparent structure. | Family offices, Private Equity, venture financing. |
The minimum share capital of a standard SARL is €12,000. At the same time, the 2026 corporate law reform simplified the company formation procedure: cash contributions within the minimum capital may be paid within 12 months after registration unless the articles of association provide for a shorter period.
Any amount exceeding the statutory minimum of €12,000 must be paid upon incorporation. Contributions in kind must also be fully transferred at the time of registration. The articles of association must define in advance the procedure and deadlines for payment of the unpaid part of the capital.
For an SA, the minimum capital is €30,000. It must be fully subscribed, and at least 25% must be paid upon incorporation.
A Luxembourg company is often used as a parent structure for holding subsidiaries in the EU and other countries. However, an exemption for dividends or capital gains does not arise merely because the structure is called a SOPARFI.
For a dividend exemption, the parent company must generally hold or undertake to hold the participation for at least 12 months and satisfy one of the following conditions:
For capital gains exemption, a similar threshold of 10% applies, or an acquisition cost of at least €6 million. The status and level of taxation of the subsidiary, holding period and other conditions are also reviewed.
Luxembourg does not offer a universal zero tax rate for ordinary operating companies. The tax burden consists of corporate income tax, an employment fund surcharge and municipal business tax.
| Tax | Rate or benchmark | Comment |
|---|---|---|
| Corporate income tax | 14% or 16% | 14% for taxable income up to €175,000 and 16% for income above €200,000. A transitional formula applies between these thresholds. |
| Employment fund surcharge | 7% of corporate income tax | Calculated on the amount of corporate income tax rather than directly on profit. |
| Municipal business tax | depends on the municipality | For Luxembourg City, the rate is 6.75%. |
| Combined rate in Luxembourg City | up to 23.87% | Benchmark for a company with taxable income exceeding €200,000, excluding special exemptions. |
| Standard VAT | 17% | Reduced rates may apply to certain goods and services. |
Net wealth tax, withholding taxes, transfer pricing and reporting on cross-border transactions may also arise separately. The exact outcome depends on the structure of assets, income, financing and the composition of the group.
Includes preparation of the articles of association, notarisation, appointment of directors, determination of the registered office, disclosure of beneficial owners and registration of the company with the Registre de commerce et des sociétés.
A separate autorisation d’établissement is required for regular commercial, craft, industrial activities and certain liberal professions. Professional integrity, qualifications, permanent management and the availability of an appropriate place of business are assessed.
A purely holding structure without operating activities may have a different regulatory status. Therefore, the need for a business permit should be determined not by the company form, but by its actual functions.
The law does not establish an identical set of substance requirements for every SARL or SA. The required level of presence depends on whether the company is operating, holding, financial, investment or licensed.
Company registration does not guarantee the opening of a bank account. A bank or payment institution separately assesses the ownership structure, UBO, sources of funds, nature of operations, payment geography and the company’s economic connection with Luxembourg.
Luxembourg has a developed regulatory system for payment institutions, electronic money, investment firms, fund managers and crypto-asset service providers. The principal financial regulator is the Commission de Surveillance du Secteur Financier — CSSF.
Prikhodko & Partners helps determine the regulatory perimeter of a fintech project, select the corporate structure and prepare the business plan, programme of operations, financial model, AML/KYC, safeguarding, governance, outsourcing, risk management and other documents required for authorisation.
Sanctions screening, analysis of sources of capital, selection of the legal form and development of the project roadmap.
Legalisation of documents (apostille), preparation of the articles of association, conclusion of a registered office agreement (Domiciliation).
Remote meeting with a notary via videoconference, signing of the articles of association, obtaining an extract from RCS.
Submission of the Business permit application to the Ministry. Parallel opening of a corporate account with 2-3 banks.
Tax registration (AED), activation of the VAT number, registration with the social security system (CCSS).
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Kyiv City, 2 Mechnikova Street, Business Center "Parus", 10 th floor
Kyiv City, 2 Mechnikova Street, Business Center "Parus", 10 th floor
Kyiv City, 2 Mechnikova Street, Business Center "Parus", 10 th floor
Kyiv City, 2 Mechnikova Street, Business Center "Parus", 10 th floor
Founder of the company
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