Introduction
The Luxembourg S.à r.l. is the country’s most common company form, accounting for roughly two-thirds of incorporations. It combines limited liability with flexible governance and suits SMEs, founders and international groups establishing local subsidiaries.
This guide covers capital choices (EUR 1–11,999 for an S.à r.l.-S or EUR 12,000 for a classic S.à r.l.), the business permit where applicable, notarisation, RCS registration, RESA publication, RBE filing, VAT registration and the typical costs, timings and compliance steps.
The overall timeline depends primarily on opening the bank “in-formation” account. Without that account, the share capital cannot be deposited, no blocking certificate can be issued and the notary cannot pass the deed of incorporation. After the deed is signed, the notary issues a release certificate, on which basis the bank unblocks the funds.
Why founders pick the SARL
Opting for an SARL in Luxembourg means choosing security and efficiency.
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Asset Protection: Liability is limited to paid-in capital.
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Specific Taxation: For tax year 2025, corporate income tax is 14% up to EUR 175,000 and 16% above EUR 200,000, plus a 7% solidarity surtax on CIT. Add municipal business tax (Luxembourg-City: 6.75%) for a combined headline rate of 23.87% in Luxembourg-City.
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Simplicity and Credibility: Recognised internationally, with streamlined private company governance. Public offers of shares remain prohibited for S.à r.l. entities, though public bond issues are possible.
S.à r.l. vs S.à r.l.-S (simplified)
The choice mainly depends on your project and starting capital. The SARL-S (or “simplified SARL”) is a simplified version with specific regulatory limits.
| Criterion | Classic SARL | SARL-S (Simplified) |
|---|---|---|
| Share Capital | EUR 12,000 minimum, fully subscribed and paid at incorporation | EUR 1–11,999, fully paid at incorporation |
| Number of Shareholders | 1–100, natural or legal persons | 1–100, natural persons only; one S.à r.l.-S per person (inheritence excepted) |
| Share Transfer | Approval by holders of ≥ 3/4 of shares, reducible by statutes to 1/2 | Same rule |
| Type of Shareholders | Natural or legal persons | Natural persons only |
| Authorized Activities | All activities (commercial, civil, financial) | Limited to commercial, craft, industrial and certain liberal activities |
| Incorporation | Notarial deed required | Private deed possible |
| Manager | Natural or legal persons, partners or not, residents or not | Must be a natural person |
| Legal Reserve | Legal reserve: 5% of net profit until 10% of capital | Special reserve: 5% per year until EUR 12,000 reached |
Our advice: If your project requires initial investment (equipment, stock, etc.) and immediate credibility with banks, the classic €12,000 SARL is the most solid choice. Capital can consist of cash or in-kind contributions (with valuation provided in the articles). Industry contributions have been possible since 2016 but are neither capitalizable nor transferable.
Regulatory limits of the SARL-S
The SARL-S has important restrictions to be aware of:
- Partners: Exclusively reserved for natural persons (no legal entities). A natural person can only be a partner in one SARL-S at a time (except by inheritance)
- Capital: Between €1 and €11,999, mandatory fully paid up at incorporation
- Incorporation: Possible by private deed (without notary), which reduces costs but increases error risks
- Corporate Purpose: Strictly limited to commercial, craft, industrial and certain authorized liberal activities
- Evolution: Mandatory transformation into classic SARL if capital exceeds €12,000
Step-by-step SARL incorporation
Preparatory work
Company name clearance and draft articles aligned with the business purpose and number of shareholders.
Business permit (autorisation d’établissement)
Required for commercial, craft and certain liberal activities. Not required for a pure holding that performs no commercial activity. Applications are lodged via MyGuichet and are often finalised after RCS registration.
Capital and bank account
Open a bank account in the company’s name “in formation,” deposit the capital and obtain the blocking certificate for the notary. Classic S.à r.l.: EUR 12,000 minimum, fully paid. S.à r.l.-S: EUR 1–11,999, fully paid, no blocking certificate.
Incorporation deed
Classic S.à r.l. requires a notarial deed; S.à r.l.-S can be formed by private deed.
RCS, RESA and RBE
File with the RCS, publish on RESA and register beneficial owners (RBE) within one month of the triggering event or when the entity should have become aware of it.
Funds release and VAT
Post-incorporation, the notary issues a release certificate so the bank unblocks funds. Register for VAT with the AED where applicable.
Governance and transfer restrictions
Shares are registered and not freely transferable to third parties. A transfer to a non-shareholder requires prior approval by holders of at least 75% of the shares; the articles may reduce this to 50%.
Conclusion
The Luxembourg S.à r.l. delivers limited liability, pragmatic governance and a competitive, predictable tax framework. The S.à r.l.-S lowers the entry cost for small projects, while the classic S.à r.l. offers immediate banking credibility and institutional optics. With a clear capital plan, a timely bank setup and disciplined filings with RCS/RESA/RBE, incorporation is straightforward and scalable for growth.
