Luxembourg company setup and investment fund launch with Damalion’s online guides

Luxembourg has emerged as a prominent destination for companies and investment funds seeking stability, favorable regulatory frameworks, and strategic advantages. Facilitating this journey is Damalion, an online platform providing comprehensive guides tailored to streamline the setup of Luxembourg companies and investment funds. With a commitment to simplifying complex procedures, Damalion’s digital resources serve as invaluable tools for entrepreneurs, investors, and professionals navigating the Luxembourgian market.

At the heart of Damalion’s offerings are its meticulously crafted online guides, each designed to demystify the intricacies of establishing and operating various entities within Luxembourg’s business ecosystem. From registering a company to navigating the nuances of investment funds, Damalion’s resources serve as beacons of clarity in a sea of regulatory complexity.

Guide to register your company in Luxembourg

One of Damalion’s flagship guides is the “Guide to Register Your Company in Luxembourg” a comprehensive roadmap for entrepreneurs venturing into the Luxembourgian market. This guide breaks down the registration process into manageable steps, providing clarity on legal requirements, documentation, and timelines. By offering a step-by-step approach, Damalion empowers individuals to navigate the bureaucratic maze with confidence, ensuring a smoother path towards company formation.

Step-by-Step Guide on How to Start a Business in Luxembourg

Furthermore, Damalion’s “Step-by-Step Guide on How to Start a Business in Luxembourg” goes beyond registration, delving into essential aspects such as taxation, employment regulations, and business planning. By addressing key considerations comprehensively, this guide equips entrepreneurs with the knowledge needed to make informed decisions and lay a solid foundation for their ventures.

In addition to company formation, Damalion caters to the needs of investors with guides tailored to Luxembourg’s investment landscape.

Guide on Luxembourg Reserved Alternative Investment Fund and the Guide about Luxembourg Securitization

The “Guide of Luxembourg Reserved Alternative Investment Fund” and the “Guide about Luxembourg Securitization” provide invaluable insights into specialized investment vehicles, elucidating the regulatory frameworks, advantages, and operational considerations associated with each. For investors seeking to diversify their portfolios or explore alternative asset classes, these guides serve as indispensable resources, offering clarity and guidance amidst intricate regulatory landscapes.

Guide on SOPARFI Luxembourg Financial Holding Company

Moreover, Damalion’s “Guide SOPARFI Luxembourg Financial Holding Company” caters to entities looking to establish financial holding structures in Luxembourg. By elucidating the nuances of SOPARFI (Société de Participations Financières), Damalion empowers financial institutions, multinational corporations, and investment firms to leverage Luxembourg’s favorable tax regime and regulatory environment for strategic financial management and optimization.

Damalion’s online guides support entrepreneurs, investors, and professionals venturing into Luxembourg’s business and financial landscape. By demystifying complex procedures, offering invaluable insights, and fostering accessibility, Damalion facilitates the setup of Luxembourg companies and investment funds, empowering individuals and organizations to unlock opportunities and thrive in a dynamic global marketplace.

Clients may get more information about the Luxembourg special limited partnership (Slp) as well.

Start your Luxembourg success, contact your Damalion expert now. 

Luxembourg company setup and investment fund launch — clear steps, documents, roles, timelines, costs, and how Damalion helps you prepare and coordinate.

For entrepreneurs, investors, family offices, holding companies, SPVs, and fund sponsors • Damalion helps you scope, prepare files, and coordinate with service providers. Acceptance, approvals, and timing remain with authorities and institutions.

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What makes Luxembourg setup and launch faster?

Choose the correct vehicle and keep documents complete and consistent. Explain the business or fund plan in simple terms: who is involved, what the entity will do, expected transactions, and where the money comes from. We help you present a clear file so counterparties can review efficiently.

Popular vehicles at a glance

Vehicle	Use case	Key points
Sàrl / SA (commercial company)	Trading, holding, services, group functions	Articles, share capital, managers/directors, RCS registration, accounting, tax filings.
SOPARFI (holding company)	Equity holdings, dividends, capital gains	Substance and participation conditions apply. Not a regulated fund.
SCSp / SCS (limited partnerships)	Flexible private funds, co-investments, carried interest	No legal personality for SCSp; partnership agreement driven; often used with AIFM/RAIF.
RAIF (Reserved Alternative Investment Fund)	Professional/qualified investor funds with quick time-to-market	No direct CSSF approval; must appoint an external AIFM; depositary and auditor required.
SIF / SICAR	Alternative strategies (SIF) or private equity/venture capital (SICAR)	Subject to CSSF authorisation and ongoing supervision.
Securitisation vehicle (SV)	Debt/equity risk transformation and note issuance	Compartment structure; can be unregulated or supervised depending on activities.

Documents most counterparties expect

• Valid passport/ID and recent proof of address for all required persons (directors/managers, UBOs, signatories).
• Tax residency and status (TIN; US indicia if relevant).
• Source of funds and source of wealth documents: salary, business income, asset sale, dividends, capital gains, inheritance — with traceable proofs.
• For companies: draft articles, share capital plan, UBO chart, board composition, registered office details.
• For funds: term sheet, strategy, target investors, service providers (AIFM, depositary, central admin, auditor), valuation policy.
• Expected activity: transactions, currencies, geographies, counterparties for the first 12 months.
• Certified translations/apostilles when requested.

Project flow – step by step

1. Fit and plan. Choose the vehicle and confirm eligibility and roles.
2. Draft and collect. Prepare documents and KYC/AML forms for all involved persons and entities.
3. Service providers. Confirm registered office, corporate secretarial, AIFM (if any), depositary, central admin, auditor, and legal counsel.
4. Execution. Sign deeds or agreements (notary if required); file with RCS or notify CSSF where applicable.
5. Banking. Open the account, arrange capital payment or first NAV cash flow.
6. Go-live. Accounting, reporting, and governance start; respond to follow-ups quickly.

Costs and timing – typical ranges

• Incorporation and notary fees (when applicable), registered office, corporate secretarial, and annual compliance.
• For funds: AIFM, depositary, central admin, auditor, legal; setup and annual fees per provider.
• From complete file to go-live: a few days to several weeks, depending on the vehicle and the completeness of the file.

Related reading

• Guide to register your company in Luxembourg
• Guide on Luxembourg RAIF
• Guide about Luxembourg securitisation
• Guide on SOPARFI (Luxembourg holding)
• Luxembourg Special Limited Partnership (SCSp)
• More on Corporate Structuring

Frequently asked questions

Who can register a company in Luxembourg?

Residents and non-residents may register a company if they meet legal requirements, including valid identification, minimum capital (if applicable), and compliance with AML/KYC rules.

Is a notary required for incorporation?

Yes for SA and, in most cases, for Sàrl when adopting notarised articles. Partnership deeds for SCSp/SCS are executed by private deed unless otherwise required by stakeholders.

How is the company registered?

After signing, the deed is filed with the Luxembourg Business Register (RCS). Publication occurs on the electronic gazette (RESA). The company receives an RCS number.

Do I need substance in Luxembourg?

Appropriate substance is expected for tax and regulatory purposes. This may include local registered office, resident managers or directors, meetings in Luxembourg, and decision-making records.

How is the UBO recorded?

Ultimate Beneficial Owners are recorded in the RBE (beneficial ownership register). Access is restricted to authorities and obliged entities, with disclosures made according to applicable law.

Can directors be non-resident?

Yes. However, governance and tax substance should be assessed. Non-resident boards may affect tax residency analysis and operational effectiveness.

Are electronic signatures accepted?

Yes. Qualified electronic signatures compliant with eIDAS are commonly accepted by private parties. Some notarial or registry acts may still require physical presence or qualified processes.

When is VAT registration needed?

Commercial activities subject to VAT require registration when thresholds or activity types trigger it. Fund management services may be VAT-exempt; specific analysis is required.

What is the difference between SCSp and SCS?

Both are limited partnerships. The SCSp has no legal personality; the SCS does. In both, limited partners have limited liability if they do not take part in management.

Is a RAIF authorised by the CSSF?

No. A RAIF is not directly authorised by the CSSF but must appoint an authorised AIFM. The RAIF complies through the AIFM regime and must appoint a depositary and an auditor.

Who may invest in a RAIF?

RAIFs are reserved to well-informed investors (including professional and institutional investors, and others meeting knowledge and minimum investment tests).

What ongoing reports do funds prepare?

Alternative funds prepare annual audited financial statements. AIFs produce regulatory reports through the AIFM (e.g., Annex IV). Investor reporting follows the fund documents.

Can a fund use a partnership (SCSp) as its legal form?

Yes. Many Luxembourg funds use the SCSp due to flexibility. The partnership agreement sets governance, carry, and distributions.

Is a depositary always required?

For AIFs (including RAIF), a depositary in Luxembourg is required, with duties on asset safekeeping and oversight. Certain structures may use a professional depositary for assets other than financial instruments.

Can I launch with an ELTIF strategy?

Yes, provided the fund complies with ELTIF rules as updated and applicable. Work with an AIFM and service providers to align eligibility, portfolio limits, and disclosures.

How does AML/KYC work for companies and funds?

All parties (shareholders, partners, directors, managers, UBOs) must pass AML/KYC checks. Documents include ID, proof of address, and source-of-funds/wealth with verifiable trails.

Are marketing materials regulated?

Yes for funds. Pre-marketing and marketing to investors must follow applicable EU/AIFMD and local rules. Disclosures must be fair, clear, and not misleading.

Can I onboard service providers fully remotely?

In many cases yes, using video identification and secure portals. Some steps (e.g., notary) may require in-person procedures or specific qualified electronic processes.

What are common timelines?

Companies can go live in days to weeks after complete filing. Fund launches vary by service provider onboarding and documentation; allow several weeks from a complete and consistent file.

Does Damalion provide legal or investment advice?

Damalion coordinates introductions and preparation. We do not provide legal, tax, or investment advice. Independent professional advice is recommended where appropriate.