The SAS (Société par Actions Simplifiée) is the most modern corporate form available in Luxembourg. Introduced in 2016, it combines the structural security of a capital company with near-total statutory freedom, making it the vehicle of choice for startups, joint ventures and private equity transactions. Unlike the classic SARL or the traditional SA, the SAS offers unmatched flexibility in structuring governance and shareholding arrangements.

In practice, the SAS allows shareholders to define their own operating rules directly in the articles of association: tailor-made governance bodies, differentiated share categories with varying voting and dividend rights, and calibrated entry and exit clauses — including drag-along and tag-along provisions. Its minimum share capital of €30,000 positions it alongside the SA, but with a far broader range of structuring possibilities than either the SA or the SARL-S (which starts at just €1).

The SAS must be incorporated by notarial deed, and the entire share capital must be fully paid at the time of formation — a key difference from the SA, where only 25% is required upfront. This guide covers the distinctive advantages, governance options, share categories, taxation, formation process, costs and annual obligations of the Luxembourg SAS. For tailored advice on selecting the right corporate form, our company formation team can assist at every stage.

1. Three distinctive advantages of the SAS

1.1. Maximum statutory flexibility

Shareholders may freely define in the articles of association the rules governing the company: governance structure, conditions for shareholder entry or exit, creation of multiple share categories (with differentiated voting or dividend rights), approval clauses, pre-emption rights, and forced transfer provisions (drag-along and tag-along). This flexibility is particularly valued in joint ventures where several investors wish to organise their relationship with precision, without being constrained by an overly rigid legal framework.

1.2. Tailor-made governance

Unlike the SA, which imposes either a board of directors or a management board / supervisory board structure, the SAS can be managed by a single President, a managing director, a management committee or a board of directors — or any combination thereof. The President is the only mandatory corporate body. This individual (or entity) may be a natural or legal person, resident or non-resident in Luxembourg, subject to business permit requirements where a commercial activity is carried out.

1.3. Confidentiality and shareholder control

The SAS cannot be listed on a stock exchange, which guarantees shareholder confidentiality and enables strict control over the capital structure. The articles of association may include lock-up clauses (temporary restrictions on share transfers), approval clauses (requiring prior shareholder consent for any transfer), exclusion clauses and tag-along provisions. These mechanisms provide enhanced legal certainty for both investors and founders.

2. SAS vs SA vs SARL comparison

The choice of legal form in Luxembourg depends on the project’s objectives, available budget and required degree of flexibility.

Criterion	SAS	SA	SARL
Statutory flexibility	Maximum	Limited	Moderate
Minimum capital	€30,000	€30,000	€12,000
Shareholders	1 to unlimited	1 to unlimited	1 to 100
Governance	Tailor-made	Fixed structure (board)	Manager(s)
Stock exchange listing	Prohibited	Possible	Prohibited
Notarial deed	Required	Required	Required
Share types	Multiple share categories	Shares	Corporate units (parts sociales)
Share transfer	Free or restricted (articles)	Free (unless restricted)	Majority approval required
Best suited for	Startups, venture capital, JVs	Large groups, IPO	SMEs, commerce, services

Recommendation: the SAS is particularly well suited where private fundraising is planned and a shareholders’ agreement must be structured. The SA is only necessary if a stock exchange listing is the ultimate objective. For holding structures, the SOPARFI merits consideration depending on the investor profile.

3. Share categories as a structuring tool

The ability to create multiple share categories is one of the most significant advantages of the SAS over other Luxembourg corporate forms.

3.1. Multiple or limited voting rights

The articles of association may provide for shares carrying double, triple or, conversely, no voting rights at all. This mechanism enables founders to raise capital while retaining decision-making control over the company — a feature that is critical in venture capital rounds.

3.2. Preferred shares

Shares with preferential dividend rights (preferred shares) or a liquidation preference can be created, which is standard practice in venture capital and private equity transactions. These instruments allow investors to negotiate downside protection while founders maintain operational control.

3.3. Fixed-interest shares and convertible instruments

The articles of association may provide for shares carrying a fixed return, useful for investors seeking predictable income. The SAS may also issue share warrants (bons de souscription d’actions — BSA), convertible bonds and other hybrid instruments, offering a complete range of financing tools that rivals the flexibility available under common-law jurisdictions.

4. Taxation of the SAS

The SAS is subject to the standard Luxembourg corporate tax regime, identical to that of the SARL and the SA:

Tax	Rate / basis
Corporate income tax (CIT)	14% (taxable income ≤ €175,000) or 16% (above €175,000), plus 7% solidarity surcharge
Municipal business tax (MBT)	~6.75% (Luxembourg-City)
Effective combined rate	~23.87% (Luxembourg-City)
Net wealth tax (NWT)	Minimum €535 or €4,815, depending on balance sheet composition
VAT	17% (standard rate)

The SAS benefits from the same advantages as other capital companies: access to the participation exemption regime (exemption on qualifying dividends and capital gains), Luxembourg’s network of 88 double tax treaties, and eligibility under the EU Parent-Subsidiary Directive. For group structures, the tax consolidation mechanism allows the consolidation of taxable results across multiple Luxembourg entities. For tax advisory tailored to your structure, specialist guidance is recommended.

5. Formation process

Incorporating a SAS requires a notarial deed. The main steps are as follows:

Step	Description	Indicative timeline
1. Preparation and advisory	Needs analysis and drafting of tailor-made articles of association. For the SAS, the quality of the articles determines the effectiveness of the governance	1–2 weeks
2. Bank account opening	Opening a bank account in the name of the company in formation	3–5 days
3. Capital deposit	Transfer of a minimum of €30,000; the bank issues a blocking certificate. The capital must be fully paid up	1–3 days
4. Notarial deed	Signature of the articles of association before a notary; legal birth of the company	1 day
5. RCS registration	The notary handles registration with the Trade and Companies Register (RCS) and publication in the RESA	2–5 days
6. Post-formation steps	Business permit, VAT registration (AED), CCSS affiliation, accounting setup, payroll registration if employees are hired	1–3 weeks

Average total timeline: approximately 10 to 15 business days, allowing sufficient time to draft properly tailored articles of association. Engaging an experienced company formation adviser is recommended for the statutory drafting, given the central role the articles play in a SAS.

6. Total formation costs

The formation budget for a SAS is higher than for a SARL, primarily due to the minimum capital requirement and the greater statutory complexity.

Cost item	Estimated amount
Notary fees and legal advisory	€3,500–5,000 (excl. VAT)
Administrative fees (RCS, publication)	~€300
Share capital to be deposited	€30,000 (becomes company working capital)
Business permit	€50
Total budget	~€34,000

The €30,000 share capital becomes immediately available to fund operations once the company is registered with the RCS.

7. Annual obligations

Once incorporated, the SAS is subject to the standard obligations applicable to Luxembourg companies:

Obligation	Details
Annual accounts	Balance sheet, profit and loss account and notes, to be filed with the RCS within 7 months of the financial year-end
Tax returns	CIT, MBT, net wealth tax, VAT
Shareholders’ meeting	At least once per year to approve the annual accounts
Accounting	In compliance with Luxembourg GAAP standards
Payroll	If the SAS employs staff: CCSS declarations, benefits in kind reporting
Register of beneficial owners (RBE)	Mandatory declaration and ongoing updates

Frequently asked questions

How many shareholders are needed to create a SAS? A single shareholder is sufficient. The single-shareholder SAS (SASU) is expressly provided by law. There is no maximum number of shareholders, which distinguishes it from the SARL, capped at 100 shareholders.

Must the €30,000 capital be fully paid up at incorporation? Yes. Unlike the SA where only 25% of the capital must be released at incorporation, the SAS capital must be fully paid at the time the notarial deed is signed. Contributions may be in cash or in kind (with an approved auditor’s report for in-kind contributions).

Can the SAS be converted into an SA? Yes. Conversion by resolution of the shareholders’ meeting and notarial deed is common when a company prepares for an IPO. The reverse (SA to SAS) is also possible.

Is the SAS suitable as a holding company? Yes. The SAS can serve as a holding vehicle, benefiting from the participation exemption regime and access to tax treaties, just like a SOPARFI structured as a SARL or SA. The flexibility of share categories makes the SAS particularly suited for private equity structures with multiple investors.

What is the difference between a SAS and a SARL-S? The SARL-S is designed for micro-entrepreneurs with a minimum capital of €1, while the SAS requires €30,000 but offers incomparably greater statutory flexibility. The SARL-S is limited to 5 natural-person shareholders, whereas the SAS has no cap. In terms of taxation, both forms are subject to the same corporate tax regime.