The Luxembourg société par actions simplifiée, or SAS, is a simplified joint-stock company. Its articles of association, the document setting its internal rules, can be adapted to the shareholders’ needs within the law. It can suit a joint venture, a group company with a small number of owners or an investment structure that needs detailed rules on voting, share transfers and management.
Compared with an SA, a public limited company, more of the management and control rules have to be settled in the articles. They must state who decides, how decisions are taken and what happens when shareholders enter, transfer shares or leave.
The SAS in plain terms
The SAS is legally separate from its shareholders, whose liability for company debts is generally limited to their contributions. One shareholder is sufficient and the law sets no maximum. The company must be formed by a deed received by a notary.
The current Companies Law sets mandatory rules for the SAS. SA rules also apply where they are compatible and the law does not expressly exclude them. The articles can therefore adapt the company’s organisation while respecting the rules that the law makes compulsory.
Share capital and formation
The minimum subscribed capital is EUR 30,000, meaning that shareholders must commit to contributing at least that amount. At least 25% of each share subscribed in cash must be paid when the company is formed. A SAS formed entirely with cash at the minimum therefore starts with at least EUR 7,500 paid in.
Contributions can be made in cash or in kind, meaning assets provided instead of cash. An in-kind contribution generally requires a valuation report from a réviseur d’entreprises, a qualified company auditor, unless a legal exception applies. Each share must be at least one-quarter paid at incorporation, and shares issued for contributions in kind must be fully paid within 5 years. The capital, share classes, management bodies and signing powers are recorded in the notarial deed and published through the Trade and Companies Register (RCS).
The law does not set a single time frame for forming a company. The timing depends on the preparation of ownership and management information, payment of capital, checks on beneficial owners, drafting and the notary’s availability.
The mandatory president
Every SAS has a president who represents the company towards third parties. The president may be an individual or a legal entity. A legal entity must appoint a permanent individual representative. The articles define appointment, removal and term of office.
The articles may create additional bodies, such as a management committee or a board. Their powers must be clear because the SAS does not follow the same legal rules for boards as the SA. The company cannot rely on restrictions in its articles on the president’s powers to avoid a commitment made by the president to a third party. A director given the representation powers provided by law has the same powers towards third parties as the president.
Shareholder decisions
The articles determine most decision procedures, voting thresholds and consultation methods. The law reserves some matters to shareholders, including capital changes, mergers, divisions, dissolution and changes of legal form. Shareholders also appoint auditors, approve annual accounts and decide how profits or losses are dealt with.
These reserved decisions keep shareholders in control of major changes to the company. The articles organise how those decisions are taken. Generic articles may leave disagreements unresolved or fail to cover conflicts of interest and the division of powers expected by investors.
Share classes and transfers
The SAS may create share classes with different financial or voting rights within the law. The articles may require prior approval for a transfer, give specified persons priority to buy through a pre-emption right, or prohibit transfers for a defined period. These rules need a workable process and must remain consistent with any shareholders’ agreement, a separate agreement between shareholders.
The SAS cannot carry out a public issue of shares. This statutory limit is stated in the official SAS guidance. A structure that may later seek public equity funding should compare the SAS with the SA before incorporation rather than assume that a later conversion will be neutral.
Comparison with the SA and SARL
| Point | SAS | SA | SARL |
|---|---|---|---|
| Minimum capital | EUR 30,000 | EUR 30,000 | EUR 12,000 |
| Minimum shareholders | 1 | 1 | 1 |
| Main management body | Mandatory president | Board or two-tier structure | One or more managers |
| Governance rules | Largely set by the articles | More fully prescribed by law | Simpler manager framework |
| Public issue of shares | Not permitted | Possible subject to applicable market rules | Not permitted |
| Transfer rules | Mainly set by the articles | Generally transferable, subject to restrictions | Statutory approval framework for third-party transfers |
The SAS is useful when a structure needs specific shareholder rights and decision rules. A SARL, a private limited liability company, may remain clearer for a subsidiary with few owners and straightforward management rules.
Audit and annual obligations
A SAS that is not required to have a statutory audit generally has one or more commissaires aux comptes, responsible for supervising the company under company law. This role differs from that of an approved statutory auditor. An approved statutory auditor becomes required when two of the following three limits are exceeded for two consecutive financial years under the Accounting Law and the 2024 size-criteria regulation.
| Criterion | Current limit |
|---|---|
| Balance-sheet total | EUR 7,500,000 |
| Net turnover | EUR 15,000,000 |
| Average full-time employees | 50 |
Under the interpretation of the Accounting Standards Commission (CNC), the new size category applies in the financial year after the second consecutive crossing. A new company is classified on a good-faith forecast for its first year, without an automatic two-year audit exemption. Sector-specific rules and admission of securities to a regulated market in the European Union may also require an audit regardless of size.
The company keeps accounting records, approves annual accounts and files them with the RCS within one month after approval and no later than 7 months after year end. Tax returns, beneficial-owner information and any value added tax (VAT) or payroll obligations follow separate calendars.
Tax treatment
The SAS is fully taxable under the ordinary Luxembourg corporate regime. Holding activity does not create a separate tax status. A SAS used to own participations may be described as a SOPARFI, a company holding financial participations. The participation exemption, a tax exemption for qualifying holdings, and access to tax treaties depend on their own conditions. The company’s substance, meaning the reality of its functions, activity and decisions, must also be assessed separately.
The same separation applies to operating authorisations. The SAS form does not authorise a regulated or commercial activity by itself. The corporate object, business permit and sector-specific approvals must match the activity actually carried on.
Luxembourg company formation support
To clarify ownership and decision rules, then coordinate incorporation and the first registrations.
Explore company formation supportFrequently Asked Questions
How many shareholders are required for a Luxembourg SAS?
One shareholder is sufficient and there is no statutory maximum. The shareholder may be an individual or a legal entity.
Who manages a Luxembourg SAS?
Every SAS has a president who represents the company. The articles may add other bodies and define their powers, appointment rules and decision process while respecting the mandatory rules for this legal form.
Does a SAS require an approved statutory auditor?
Yes, if the company meets the size conditions for a statutory audit or a specific rule requires one. The general test uses a EUR 7.5 million balance-sheet total, EUR 15 million net turnover and 50 average full-time employees. Two limits must be exceeded for two consecutive financial years. Under the Accounting Standards Commission's interpretation, the new category applies the following year. A new company is classified on a good-faith forecast from its first financial year.
