Sarl software associates international

Follow changes in legal forms, executives and legal representatives If you intend to initiate a search of business partners worldwide, you need to really know about your prospects. The Business report brings you this information : Luxembourg register data, shareholders, corporate group structure worldwide will help you to grasp the real dimension of a company. With the credit rating, specifically computed in Luxembourg, you will be able to compare and appreciate the credit-worthiness and the risk of failure of a Luxembourg company.

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JAB Holding Company s. JAB Partners S. In this case, the partners are invited to send in their votes in writing, after having received the text of the resolutions or decisions to be taken. Each shareholder has a number of votes equal to the number of shares they hold.

In SARLs with a single shareholder, the latter alone wields the powers vested in the general meeting of shareholders. The founders of the company and, in the event of an increase in capital, the managers, are jointly liable in respect of third parties for:. However, the deed of incorporation of the SARL may restrict the label of "founder" to subscribers who, together, hold at least one third of the share capital.

In that case, all other shareholders mentioned in the deed of incorporation will be deemed simple subscribers. The shareholders are liable to the extent of the amount of their contribution to the share capital. The company is bound by the actions undertaken by the manager s , even when they surpass the corporate purpose, unless it can be proven that the third party involved knew, or could not have been unaware of, the fact that the action surpassed the corporate purpose.

Managers are accountable to the company for carrying out the duties entrusted to them, and for any misdeeds committed in the performance of such duties. SARLs with more than 60 shareholders are subject to compulsory oversight by one or more internal auditors, whose names are mentioned in the articles of association. The auditors may or may not be shareholders. Any company which, on the balance sheet closing date after 2 consecutive years of operation, exceeds the thresholds specified in 2 of the 3 criteria mentioned below, is legally required to have their accounts audited by a statutory auditor :.

In order to register the company with the RCS, the following information about the company must be disclosed:. The deed of incorporation and all subsequent amendments thereto must be filed with the RCS for publication. The company's financial statements must be filed with the Luxembourg Trade and Companies Register within 7 months of the close of the financial year 6 months to hold the general meeting of shareholders, plus 1 month from the date of the meeting.

All of these documents must be approved by the general shareholders' meeting. An SARL may produce a short-form balance sheet if, on the balance sheet closing date, it has not exceeded the thresholds in 2 of the following 3 criteria:. An SARL may group certain items together in the profit and loss statement if, on the balance sheet closing date, it has not exceeded the thresholds in 2 of the following 3 criteria:.

Model of memorandum of association for a Luxembourg SARL To complete your application, the information about you collected from this form needs to be processed by the public administration concerned. That information is kept by the administration in question for as long as it is required to achieve the purpose of the processing operation s.

Your data will be shared with other public administrations that are necessary for the processing of your application. For details on which departments will have access to the data on this form, please contact the public administration you are filing your application with.

You are also entitled to withdraw your consent at any time. Ordinary decisions such as approval of accounts, appointment and revocation of the manager, and other decisions which do not imply a modification of the articles of incorporation: upon the first vote, a majority of the stated capital is required, if a majority is not obtained, a decision is made by a majority of shareholders who participated in the vote, regardless of the number of shareholders having participated in the vote but a higher majority may be required by the articles of incorporation;.

Shares are freely transferable between the shareholders, but approval of a majority of the shareholders holding at least half of the shares is required in case of transfer to a third party unless the articles of incorporation require a larger majority.

The articles of incorporation may provide that a transfer to a spouse, a parent, or a child may be the subject to an agreement. The articles of incorporation may also subject the transfer of shares of a shareholder upon death to approval.

In order to transfer shares, a written agreement must be entered into and the transaction is subject to a registration tax of 4. This tax is, however, subject to a tax relief equal to the ratio between 23, Euros and the total number of shares in the corporation.

The appointment of a statutory auditor may also be requested from the commercial court by shareholders representing at least one-tenth of the stated capital of the SARL. If a statutory auditor is appointed, the same rules as those applicable in the case of a SA apply with respect to the performance of his duties.

A EURL is a SARL with one partner only, which situation may result from a decision made at its creation or from the acquisition of all the shares by one shareholder. The sole shareholder may be a corporation or a natural person, but not another EURL.

The sole shareholder may be the manager or may appoint a third party as manager. The rules relating to the notice of General Meetings of shareholders are not applicable, but the decisions of the sole shareholder must be recorded in the corporate minute book of the company. Whilst most providers either specialise on personalized consultation at relatively high rates or run bulk registration factories without any support, we want to offer the positive aspects of both types.

Therefore TBA combines professional advice, worldwide registration services, reasonable fees, customized order processing, lifetime support and fast processing.

Where others see company formation services as a bulk registration with no support and no individual assistance, we do care about your business needs.