Société anonyme : Soloconsulting

The public limited company

This form of company offers many advantages, including limited liability and regulated access to the capital.

The public limited company (société anonyme – SA) together with the limited liability company (société à responsabilité limitée – SARL) is one of the most common legal forms in Luxembourg. This form of company offers many advantages, including limited liability and regulated access to the capital.

In Luxembourg, an SA is often chosen as a form of company for large businesses, but it is also an option for SMEs as the shares in such companies can be bearer shares and are therefore more easily transferable.Number

Shareholders: At least one natural or legal person.

Liability

the shareholders are liable up to the level of their contributions to the share capital;
the founders are jointly and severally liable towards third parties:

for the capital not validly subscribed and for the difference between the minimum capital requirements and the amount of the subscriptions;
for the effective payment of 25 % of the subscribed shares, and for the payment, within five years, of shares issued against contributions other than in cash;
for the redress of damage arising from either the nullity of the company or the absence or non-conformity of statements in the company deed or object.

Shareholders’ meetings

Ordinary and extraordinary general meetings, convened by the board of directors or the auditors;
when the way in which general meetings are convened is not defined in the articles of association, it is necessary to follow the statutory default procedure.

Day-to-day management and status of the business managers

There are 2 systems for administering an SA: the traditional (monistic) system with a board of directors and the dual system composed of a management board responsible for day-to-day management of the company and a supervisory board responsible for monitoring the work of the management board.Owing to its characteristics, an SA is suitable for a wide range of business activities of different sizes, offering legal and natural persons the possibility to:

promote the development of the business by bringing new shareholders;
access the financial markets (capital markets).

For shareholders, the main attraction is the limitation of their liability to the level of their contribution to the capital and the possibility of operating in relative anonymity.

Monistic system (board of directors)

the shareholders’ general meeting appoints the members of the board of directors (directors). Statutory minimum: 3 (except where the company only has one shareholder: 1);

directors may be natural or legal persons;

a director’s term of office is limited to 6 years with the possibility of re-election;

the directors do not enter into any personal commitment concerning the company.
They are liable for faults, misdemeanours and offences committed during their term of office.

Dual system (management board and supervisory board)

Supervisory board:

the shareholders’ general meeting appoints the members of the supervisory board. Statutory minimum: 3 (except where the company only has one shareholder);

members of the supervisory board can be natural or legal persons;

the term of office of a member of the supervisory board is limited to 6 years with the possibility of re-election;

the directors take no personal obligation concerning the commitments of the company.
They are liable for faults, misdemeanours and offences committed during their term of office.

a member of the management board cannot be a director.

Management board:

the shareholders’ general meeting or the supervisory board appoints the members of the management board (the directors);

the number of directors is laid down in the articles of association or, failing that, by the supervisory board (companies with capital < EUR 500,000 or those with only one shareholder may have only one director);

directors may be natural or legal persons;

the term of office for members of the management board is limited to 6 years with the possibility of re-election;

management board members do not enter into any personal commitment concerning the company.
They are liable for faults, misdemeanours and offences committed during their term of office.

a director can not be a member of the supervisory board.

Accounting and financial information

obligation to produce: balance sheet, profit and loss account, notes to the financial statements and management report, which must be approved by the shareholders’ general meeting;
the annual accounts, the management report and the report of the auditor (commissaire aux comptes) or of the statutory auditor (réviseur d’entreprises) must be lodged with the Trade and Companies Register (Registre de Commerce et des Sociétés – RCS) within 7 months of the financial year-end (6 months to hold the meeting plus 1 month as from the meeting);
SAs can draw up an abbreviated balance sheet if, on the balance sheet date, they do not exceed 2 out of 3 of the following criteria:

balance sheet total: EUR 4.4 million;
net turnover: EUR 8.8 million;
average staff numbers: 50;

SAs can combine certain headings in the profit and loss accounts if, on the balance sheet date, they do not exceed 2 out of 3 of the following criteria:

balance sheet total: EUR 12.5 million;
net turnover: EUR 25 million;
average staff numbers: 250.

The accounts must be drawn up according to the “Lux Gaap” rules.