Navigation path

Takeovers - Luxembourg

Updated 01/2010

Legal requirements

The term "takeover " covers:

  • a business person taking over an existing structure which provides more rapid benefits as regards clients, suppliers and staff, than if a company had to be set up;
  • an existing business looking to develop or strengthen itself;
  • tax implications of taking over a business français

Types of takeover

A takeover may take various forms:

  • Acquisition against payment:
    • purchase of shares : only the legal ownership of the shares changes hands;
    • purchase of business assets : the assignee purchases the customer base, rights to the lease, business name, and company material and merchandise;
    • l'acquisition of part of an existing company;
    • buying some of the assets of a company
  • Acquisition free of charge.
  • Tax implications of taking over a business - acquisition against payment or free of charge français
  • Merging with another company - Luxembourg

A transfer free of charge (e.g. in the case of family succession) may take place through a will or donation. In both cases, the Civil Code imposes certain restrictions.

  • Civil Code, Book III on different ways of acquiring ownership pdf [73 KB] français

Steps in the takeover process

You have several possibilities for organising a company takeover, one being the takeover holding. If the assignees are employees or directors of the company that the owner wishes to withdraw from, they may create a holding for the takeover. They then take out a bank loan which is repaid using future profits of the company.

  • Tax implications of taking over a business - takeover holding français

If the assignee reaches an agreement with the current owner of the company, a transfer contract must be drawn up. This includes the procedures, financial information on the transferred company, and the purchaser's obligations.

Retiring business owners need to plan the transfer of their business in advance.

Some standard requirements to be completed when taking over a business are the same as when setting up a new business.

Administrative procedures

One-stop shop

The Centre de formalités (Chamber of Trades) and the Espace entreprises (Chamber of Commerce) provide help with formalities and administrative procedures.

  • Centre de formalités - Chamber of Trades français
  • Espace entreprises - Chamber of Commerce français

The Guichet entreprises business portal provides online forms.

  • Forms   français

Registration

The administrative formalities for a takeover are similar to those for setting up a new company.

However, the assignee must provide information to the representatives of the employees affected by the transfer, including: date and reasons for the transfer, the legal, economic and industrial relations consequences, as well as measures planned for their benefit.

  • Start-up or takeover français
  • Initial declarations - social security français
  • Initial declarations - tax authorities français
  • Start-up and takeover forms   français

Resources

             The Guichet entreprises business portal provides a wealth of information to anyone taking over a business.

  • Guichet entreprises français

Programmes

The Grand Duchy has established two            Companies Exchanges through its professional chambers:

  • one specialising in commercial activities falling under the Chamber of Trades;
  • the other specialising in commercial activities falling under the Chamber of Commerce.
  • Companies Exchange français
  • Companies Exchange - Chamber of Trades français
  • Cross-Border Companies Exchange français

Check also the legislation on this topic in:

  • References

    Legal texts

    • Labour Code - Chapter VII - maintenance of workers' rights in the event of transferring a business pdf [1 MB] français
    • Civil Code, Book III on different ways of acquiring ownership pdf [73 KB] français

    Key documents

    • Doing business in Luxembourg français
    • Taking over a skilled crafts business in the Grand Duchy of Luxembourg français

Living and moving in Europe

Still need help?

Still need help?

Enterprise Europe Network - Contact points

The Enterprise Europe Network provides businesses with information and advice through its local contact points. 

Choose your nearest contact point for personalized help and advice:

Further help

The Espace entreprises run by the Chamber of Commerce and the Contact entreprise of the Chamber of Trades offer support and advice to anyone taking over a business.

  • Espace entreprises - Chamber of Commerce français
  • Contact entreprise - Chamber of Trades français