Domiciliation in Luxembourg is a strictly regulated activity. A domiciliation agent is not merely an address provider. They assume professional liability and may refuse or terminate a domiciliation at any time. The grounds for refusal are numerous.
The most common reasons for refusal:
- Commercial activity subject to a business permit: a standard SARL carrying out commercial, artisanal, or service activities cannot legally be domiciled at a third party’s address. It must have its own premises.
- Incomplete KYC/AML file: the domiciliation agent is required to identify the company’s beneficial owners. Any refusal to provide the required documents (passport, proof of address, organizational chart) automatically results in refusal.
- High-risk or regulated activity: companies operating in finance, crypto-assets, investment advisory services, or any activity requiring CSSF authorization cannot be domiciled without prior approval.
- Questionable reputation or past records: the domiciliation agent may refuse the application if the directors or shareholders are subject to sanctions, appear on international watchlists, or are involved in legal proceedings.
- Lack of credible substance: if the company project demonstrates no tangible economic reality in Luxembourg, the domiciliation agent may consider that they cannot associate their name with it.
- Incompatible corporate purpose: certain corporate purposes that are too broad, too vague, or cover activities prohibited in Luxembourg are rejected outright.
In the event of termination of an existing domiciliation, the domiciliation agent informs the Luxembourg Trade and Companies Register (RCS) by registered letter. The company then immediately loses its registered office as from the filing date. It is granted only a very short period to regularize its situation, failing which it may face judicial dissolution.
Before applying for domiciliation, it is therefore advisable to verify beforehand the nature of the activity, the completeness of the file, and the compatibility of the structure with Luxembourg legal requirements.
https://www.caa.lu/uploads/documents/files/Loi_modifiee_du_31_mai_1999.pdfhttps://www.lexgo.lu/fr/actualites-et-articles/3559-domiciliation-ou-simple-location-de-