In Luxembourg, since the law dated September 2^nd, 2011, a business license is required for any person wishing to develop, as an independent or through a company, a commercial activity, a craft activity, or certain liberal professions with a preponderant intellectual nature. In order to obtain such business license, it is therefore necessary to fulfil some honourability and professional qualifications’ requirements, strictly observed by the Ministry of Economics.

This is among other things why a law bill has been submitted on April 8^th, 2022, with the aim to simplify and modernise the access to entrepreneurship, both for young people wishing to create a new business and for any people wanting to engage in an already existing activity. To reach this goal, various modifications of the law are provided:

• simplification of the requirements related to the holder of a business license: the manager/director could reside anywhere within the European Economic Area, as long as she/he would be able to prove her/his regular presence to the Luxembourg company’s office. Moreover, she/he would not have to be necessarily shareholder or employee of such company, but should still be able to demonstrate having a special bond with the company;
• introduction of the second chance principle, in order to be able to benefit from a business license, even if the manager/director has been involved in a bankruptcy or judicial liquidation during her/his previous activity. Nevertheless, the causes of second chance will remain limited, being understood that the bankruptcy should have been caused by misfortune (bad weather, wildfire, pandemic…) or by a bad management (failing in strategies’ choices…). Besides, this second chance would depend on the amount of public debts, with a limit on tolerance and honourability of the manager/ director;
• simplification on the delivery of the business license: it will be eventually delivered if all the requirements related to the common law regime (articles 4 to 27 of the amended law dated September 2nd, 2011) are fulfilled, or if, after a change of managers/directors, the company is up to date on:
  • the payment of its social costs and taxes;
  • its tax reports;
  • and the filing of all required legal publications with the Luxembourg Trade and Companies Register and with the Luxembourg Beneficial Owners Register.

Furthermore, this law bill suggests additional modifications, not related to the access to entrepreneurship, but having potential impacts on professionals:

• creation of a limitation to the number of business licenses held at the same time by a manger/director for multiple companies;
  • if those companies are not bound together and that they exercise craft activities derived from the A and B lists, the manager/director could not own more than two business licenses at a time;
  • but if those companies are bound together and that the manager/director owns directly or indirectly more than 25% of the shares of such companies, then there would be no limitation to the number of business licenses held by her/him;
• regulation of short-term rentals, with the obligation for any person renting accommodations for more than three months’ a year to hold a business license, such as for the renting of “Air BNB” accommodations. In that case, it will be necessary to calculate the number of rented nights, for each housing unit, cumulatively on a one-year basis.
  • Example : if a person rents two apartments, each containing two bedrooms, the housing units will take into account the number of apartments, but not the number of bedrooms. Therefore, if both housing units are each rented for a week, the cumulative duration of rental makes two weeks. Provided this duration would reach three months, the lender would enter under the scope of regular activity and would therefore become an accommodation facilities’ supplier. They would then be obliged to attend a training session on the six months following the threshold overrun in order to obtain a business license;
• in case of departure of the manager/director, a temporary business license can be delivered for six months, without any qualification requirement, in order to prevent the company’s activity from any interruption. The law bill provides for a modification to the granting of such temporary business license, in order to avoid any abuse: the company will need to demonstrate that its already existing business license has been delivered more than six months before the application to the temporary business license.
• in the context of the digitalisation provided by the coalition agreement for the 2018-2023 legislature, the business license would be delivered online on a digital platform for administrative transactions. Moreover, a barcode will be attributed to the company for each business license held. This barcode being made public would allow any person to control if such company complies with each and any legal requirement related to the development of its activities.