Luxembourg Corporate Law

Non-commercial company domiciliation services are characterised by a range of services that include the creation of the company, its administration, the drafting of the minutes of the board of directors and general meetings and the intervention of accounting professionals.

The figure of “domiciliation” is typical of Luxembourg and is closely linked to company law. It involves establishing the registered office of a legal entity at a specific address. You might think it’s a simple operation, but there are a number of pitfalls to avoid in order to obtain the necessary guarantees to comply with the legal framework for the domiciliation of a company.

Article 1(1) of the Law of 31/05/1999: “When a company establishes its registered office through a third party for the exercise of an activity included in its corporate purpose and that third party provides a service related to that activity, the company and that third party, called the domiciliation agent, are obliged to enter into a written domiciliation contract.”

It is therefore the address where the company receives all official correspondence, but also the place where it must keep a certain number of legal, official and original documents (accounting documents, authorisation(s) for incorporation, register of shareholders, minutes of the Board of Directors, ordinary/extraordinary general meetings, etc). The registered office is therefore the place from which the company will be administered and managed. This concept must be distinguished from any ancillary premises used, for example, for the company’s activities or for storing materials.

Domiciliation also meets the needs of non-residents who wish to set up a business in the Grand Duchy and avoid the time-consuming search for a location. The role of the domiciliation agent therefore takes on a special dimension, creating a special partnership between the agent and their client, whose company is domiciled on their premises.

The domiciliation agent is also in charge of subsequent tasks, such as administrative management, legal and company secretarial services, accounting and certain support tasks in relation to clients, third parties or other professionals of the domiciled company.