Our services

B

Accounting

B

Statutory auditor

B

Domiciliation

B

Taxation

B

Payroll services

B

Custodian services

B

VAT

B

Corporate services

B

Liquidation

Chartered Accounting at Fideux Services

Chartered Accounting

 

In Luxembourg, the main tasks of the chartered accountant include bookkeeping for companies, commercial businesses and financial firms, carrying out all of the administrative and tax formalities required by law.

His profession consists primarily of organizing, correcting and evaluating the bookkeeping and accounts of all kinds, preparing balance sheets and analyzing the position and operation of companies and organizations. Therefor he uses means of technical accounting methods, with respect to their various economic and financial aspects.

In Luxembourg, the chartered accountant intervenes, in particular, at the time of the establishment of annual accounts (they will also verify inventory entries) and preparation of tax returns (VAT, CIT, MBT and withholding tax, etc.).

Whenever the type of company requires it (SPF), the chartered accountant may establish “no objection certificates” provided for by Luxemburg law.

In Luxembourg, the chartered accountant also intervenes as professional for the companies’ places of incorporation, tax advice, or as the authorized depository of bearer shares.

Field of Competences

Our skills

Accounting

Accounting information must have many attributes to meet the current legal requirements, including:

  • Comparability : accounting must enable the accounts’ reader to be able to compare financial information in time and space;
  • Reliability : accounting information must be complete and without error of any kind;
  • Accuracy : the actuality and importance of events documented throughout the year must be correctly reflected in the accounts;
  • Regularity : financial information must be in compliance with current rules and procedures;
  • Clarity : as it is produced, accounting information must be understood by its readers; it should not be aimed at specialists but rather an informed public with reasonable knowledge of the business;

Our service offering includes :

  • Maintaining accounting records according to professional standards in LUXGAAP format with a monthly, quarterly or annual financial statement
  • Reconciliation of bank accounts
  • Reconciliation of related entities
  • Preparation of an interim financial statemen
  • Preparation of the annual accounts with related notes
  • Deposits via the ECDF platform

Taxation

In close collaboration with tax lawyers, we assist you in setting up financial structures with full respect to current Luxembourg legislation.

Our service offering includes :

  • Preparation of corporate income tax, municipal business tax and net wealth tax returns
  • Application of the “Soparfi” parent/subsidiary regime, form 506A
  • Tax consolidation
  • Intellectual property regime
  • Request for tax credit on investments
  • Preparation of withholding tax returns
  • Preparation of tax returns for natural persons (individuals)
  • Coordination with external tax advisors regarding the establishment of transfer pricing, APA, ATA, tax structures
  • Deposits via the Myguichet platform

VAT

Value added tax (VAT) is an indirect tax, as it is paid by the end consumer (taxpayer) but not directly to VAT authorities.

In Luxembourg, the person liable for the VAT is the natural (individual) or legal entity (business) engaged in an activity that is subject to VAT.

Our service offering includes:

  • VAT registration
  • Preparation and submission of periodical VAT returns
  • The preparation and submission of recapitulative statements forms
  • Preparation and submission of annual VAT returns
  • The preparation of no objection certificates for the SPF
  • Subscription tax returns
  • Cancellation VAT services
  • Deposits via the ECDF platform

Statutory auditor

FIDELUX SERVICES can perform auditing assignments. In Luxembourg, appointing a statutory auditor is required in any of the following cases:

  • SA (limited companies) are required to appoint at least one statutory auditor
  • SARL (limited liability companies) with over 60 associates are required to appoint at least one statutory auditor
  • SCA (partnership limited by shares) are required to appoint a panel of at least three statutory auditors

As part of their audit function, the statutory auditor has the right to supervise and monitor all Luxembourg companies where they are appointed.

Nevertheless, it is important not to confuse the role of the statutory auditor and that of the chartered accountant: while the CA has the role of providing advice and assistance to the companies that hired them under a letter of engagement, the statutory auditor has the role of monitoring and supervising.

VAT

Value added tax is an indirect tax, as it is paid by the end consumer (taxpayer) but not directly to VAT authorities.

In Luxembourg, the person liable for the VAT is the natural (individual) or legal entity (business) engaged in an activity that is subject to VAT.

Our service offering includes:

  • VAT registration
  • Preparation and submission of periodical VAT returns
  • The preparation and submission of recapitulative statements forms
  • Preparation and submission of annual VAT returns
  • The preparation of no objection certificates for the SPF
  • Subscription tax returns
  • Cancellation VAT services
  • Deposits via the ECDF platform

Statutory auditor

FIDELUX SERVICES can perform auditing assignments. In Luxembourg, appointing a statutory auditor is required in any of the following cases:

  • SA (limited companies) are required to appoint at least one statutory auditor
  • SARL (limited liability companies) with over 60 associates are required to appoint at least one statutory auditor
  • SCA (partnership limited by shares) are required to appoint a panel of at least three statutory auditors

As part of their audit function, the statutory auditor has the right to supervise and monitor all Luxembourg companies where they are appointed.

Nevertheless, it is important not to confuse the role of the statutory auditor and that of the chartered accountant: while the CA has the role of providing advice and assistance to the companies that hired them under a letter of engagement, the statutory auditor has the role of monitoring and supervising.

Payroll services

Regardless of the size of your business, human resource management is a complex task. Paying salaries correctly and on time guarantees you a relaxed social climate and plays a significant role in worker productivity.

Our service offering includes :

  • Preparation of pay slips
  • Preparation with the Social Security office upon arrival and departure
  • Management of reimbursement requests from the CNSS (national health insurance fund) in the event of employee illness
  • Preparation of statements related to end of work contracts: settlements in full, proof of employment, etc.
  • Preparation of annual summary reports: salary certificates

Corporate services

This involves all transactions related to the collective decisions of associates or shareholders of a business, or members of an association, or foundation regarding the approval of the annual accounts or decisions aimed at ensuring the proper functioning of the legal entity.

Our service offering includes:

  • Setting up the company
  • Holding ordinary and extraordinary general meetings
  • Organization of meetings as well as the preparation of board of director or management committee meeting minutes
  • Application for approval to set up the company
  • Acceptance of the position of director or manager
  • Administrative management (opening a bank account, CRS, FATCA, management of the shareholders register)
  • Publications in the RCSL (Luxembourg Trade and Companies Register)
  • Follow-up on all other legal formalities

Domiciliation

The basis of the matter is governed by Luxembourg law under the Act of 31 May 1999 regarding companies’ place of incorporation. The place of incorporation is defined as the service activity that involves the customer’s use of the headquarters of the paying agent as the headquarters of their companies. Such is an activity which the legislature intended to reserve for certain regulated professions (including certified public accountants, lawyers and financial service professionals). It imposes a number of obligations on these same professionals, including vigilance and combating money laundering mechanisms.

The headquarters’ place of incorporation is mainly done through a paying agent for so-called Soparfi or SPF companies.

Customers who have opted for a domiciliation agreement are entitled to a meeting room in order to hold general shareholder or associate meetings, board of director meetings or any other meetings deemed relevant to their operations.

Custodian services

The Luxembourg Financial Action Task Force (FATF) considers that Luxembourg legislation on bearer shares is incompatible with the objectives of combating money laundering. With the new Act of 28 July 2014 in effect, bearer shares will now be held by a professional depositary that will be subject to obligations on combating money laundering and financing terrorism. The law applies to bearer shares of incorporated companies and partnerships limited by shares. 

Chartered accountants are among the persons who can act as a depositary.

The depository must keep a bearer shares register. In particular, this register indicates the name of each shareholder, the number of shares held, and a record of transfers or sales made.

Sales of bearer shares are enforceable by a transfer note in the bearer shares register.

Bearer shares may not confer any rights (in particular, the right to participate or vote in general meetings or to receive dividends) unless such bearer shares are deposited with a depository. Bearer shares that are not deposited do not confer any rights.

Bearer share holders are responsible for informing the depositary of every sale or transfer of shares in order to update the register.

Domiciliation

The basis of the matter is governed by Luxembourg law under the Act of 31 May 1999 regarding companies’ place of incorporation. The place of incorporation is defined as the service activity that involves the customer’s use of the headquarters of the paying agent as the headquarters of their companies. Such is an activity which the legislature intended to reserve for certain regulated professions (including certified public accountants, lawyers and financial service professionals). It imposes a number of obligations on these same professionals, including vigilance and combating money laundering mechanisms.

The headquarters’ place of incorporation is mainly done through a paying agent for so-called Soparfi or SPF companies.

Customers who have opted for a domiciliation agreement are entitled to a meeting room in order to hold general shareholder or associate meetings, board of director meetings or any other meetings deemed relevant to their operations.

Custodian services

The Luxembourg Financial Action Task Force (FATF) considers that Luxembourg legislation on bearer shares is incompatible with the objectives of combating money laundering. With the new Act of 28 July 2014 in effect, bearer shares will now be held by a professional depositary that will be subject to obligations on combating money laundering and financing terrorism. The law applies to bearer shares of incorporated companies and partnerships limited by sales. 

Chartered accountants are among the persons who can act as a depositary.

The depository must keep a bearer shares register. In particular, this register indicates the name of each shareholder, the number of shares held, and a record of transfers or sales made.

Sales of bearer shares are enforceable by a transfer note in the bearer shares register.

Bearer shares may not confer any rights (in particular, the right to participate or vote in general meetings or to receive dividends) unless such bearer shares are deposited with a depository. Bearer shares that are not deposited do not confer any rights.

Bearer share holders are responsible for informing the depositary of every sale or transfer of shares in order to update the register.

Liquidation

Conventional Liquidation

At the time a voluntary decision to liquidate the company is made, managers/directors or members of the executive board call an extraordinary general meeting to rule on the dissolution of the company. This first extraordinary general meeting is conducted before the notary and appoints a liquidator. The mandate may be entrusted to FIDELUX SERVICES

The liquidator carries out the liquidation procedure, creates an inventory and liquidation opening balance sheet in order to determine the company’s assets and liabilities. The liquidator in charge must then recover and realize the assets of the dissolved company and pay any outstanding debts.

A second extraordinary general meeting is called to approve:

  • the liquidator’s report
  • appoint a liquidation auditor, his role is to verify the liquidation account as well as the liquidator’s report
  • discharge the board of directors or management as well as the statutory auditor, if necessary

This general meeting is held under private seal.

The conclusion of the liquidation takes effect at a third extraordinary general meeting during which shareholders/associates must:

  • approve the liquidator’s accounts and the liquidation auditor’s report
  • discharge the liquidator and liquidation auditor
  • define the location were the company’s books and employment documents will be archived for a period of 5 years
  • decide on the distribution of any liquidation proceeds

The conclusion of the liquidation must be filed at the Luxembourg Trade and Companies Register for publication at the RESA (electronic company and association collection).

 

Simplified Liquidation

Before the introduction of the Act of 10 August 2016, the practice of so-called “simplified” liquidation was unregulated; it is now sustained under the law. In the event that the associate/shareholder holds the entire share capital, it is unnecessary to carry out a so-called “conventional” liquidation, as the fair distribution of any liquidating dividend between the various associates/shareholders is not necessary.

In addition to holding all shares/stocks, the company must also request 3 certificates proving that it is in the payment order to present during the extraordinary general meeting that will be held before a notary. The following are certificates:

  • from the Social Security office
  • from the Direct Tax Department (ACD)
  • from the Land Registration and Estates Department (AED)

Let's work together !

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FIDELUX SERVICES

Fidelux Services is a fiduciary and chartered accounting company based in Luxembourg, specialized in accounting and tax consulting.

20a, rue de Strasbourg
L-2560, Luxembourg
Luxembourg

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