Warning regarding the domiciliation activity

The CSSF draws the attention of Luxembourg and foreign companies, having established their registered office with a domiciliation agent in Luxembourg, to the fact that they have to sign a domiciliation contract with the latter. However, the establishment of a contract in due form presupposes that the domiciliation agent has been authorised to domicile companies. As a result the companies concerned have every interest in verifying that such is the case.

Failure to respect this clause by the ‘domiciled’ company constitutes a serious infringement of the law dated 31 May 1999 governing the domiciliation of companies.

Such an infringement can lead to its judicial dissolution or closure, in conformity with the clauses of articles 203 and 203-1 of the law of 10 August 1915 relating to commercial companies as amended.

The CSSF recalls that only credit institutions, other professionals of the financial sector or the insurance sector, lawyers, auditors and ‘experts comptables’, as well as the domiciliation agents specifically authorised to this effect by the government, can exercise the domiciliation activity. Natural persons or legal entities incur criminal sanctions of up to 5 years imprisonment and a fine of 5 million francs if they conduct a domiciliation activity that does not comply with the law, even if they domicile a single company only.

The CSSF will proceed to a systematic analysis of the information on domiciliations and, should this be the case, denounce the observed infringement to the Luxembourg public prosecutor.