Introduced in 2016, the SAS (Société par Actions Simplifiée) allows shareholders to organise governance and share transfers extensively within the mandatory limits of Luxembourg company law. It may fit startups, joint ventures or private equity transactions where that statutory flexibility serves the project, after comparison with the SARL and SA.
In practice, the SAS allows shareholders to define governance bodies, differentiated share categories and calibrated entry or exit clauses — including drag-along and tag-along provisions — in the articles of association. Its €30,000 minimum share capital is the same as the SA’s and differs from the EUR 1 to EUR 12,000 inclusive range applicable to the SARL-S.
The SAS must be incorporated by notarial deed. Its €30,000 minimum capital must be fully subscribed, with at least 25 % paid up at formation. This guide covers its governance options, share categories, taxation, formation process and annual obligations.
Three distinctive advantages of the SAS
Broad statutory flexibility
Subject to mandatory rules, shareholders may define in the articles of association the governance structure, conditions for shareholder entry or exit, multiple share categories, approval clauses, pre-emption rights and forced-transfer provisions. This latitude can address the needs of a joint venture in which several investors wish to organise their relationship precisely.
Tailor-made governance
The SA follows a prescribed one-tier or two-tier governance structure. The SAS requires a President and may add a managing director, management committee or board under its articles. The President may be a natural or legal person, resident or non-resident in Luxembourg, subject to the business permit requirements where a commercial activity is carried out.
Applicable disclosure and shareholder control
The SAS is not intended for stock-exchange listing. Its articles may include lock-up, approval, exclusion and tag-along provisions to organise transfers and shareholder relations. Those clauses do not remove applicable RCS, RBE, KYC or other disclosure and transparency obligations.
SAS, SA and SARL compared
The choice of legal form in Luxembourg depends on the project’s objectives, shareholder profile, intended financing and required degree of statutory flexibility.
| Criterion | SAS | SA | SARL |
|---|---|---|---|
| Statutory flexibility | Broad, subject to mandatory rules | More prescribed | 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 |
| Project characteristics to assess | Contractual governance, joint venture, private investors | Prescribed governance, capital-markets framework | Closely held operating company |
The SAS may be considered where private fundraising and detailed shareholder arrangements are planned. The SA may be more appropriate where its board structure, capital-markets framework or transfer rules fit the project. For a holding, the legal form depends on the investor profile, the powers assigned to each corporate body, the transfer rules and the intended activity; the SOPARFI label does not decide that choice.
Share categories as a structuring tool
The ability to create multiple share categories is a structuring feature of the SAS.
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.
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.
Fixed-interest shares and convertible instruments
The articles of association may provide for shares carrying a fixed return. The SAS may also issue share warrants (bons de souscription d’actions — BSA), convertible bonds and other hybrid instruments, subject to the rules applicable to each instrument and the terms of the articles.
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 % at up to €175,000; transitional formula from €175,000 to €200,000; 16 % above €200,000, plus the 7 % solidarity surcharge |
| Municipal business tax (MBT) | ~6.75% (Luxembourg-City) |
| Effective combined rate | ~23.87 % in Luxembourg City above the €200,000 CIT threshold |
| Net wealth tax (NWT) | Minimum €535, €1,605 or €4,815 according to the balance-sheet total since 2025 |
| 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.
The formation process
Incorporating a SAS requires a notarial deed. The minimum capital of €30,000 must be fully subscribed and at least one quarter paid up at incorporation. A bank blocking certificate evidences a cash payment made before the deed, while contributions in kind follow the applicable valuation and auditor requirements.
The incorporation is registered with the Trade and Companies Register and published in the RESA. A business permit depends on the activity actually carried out; VAT registration applies where the statutory conditions are met, and social-security or payroll registrations follow the status of the persons involved and any hiring. The processing time therefore depends on the notarial, banking and administrative steps applicable to the project.
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 |
Official sources
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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, unlike the SARL which is capped at 100.
Must the €30,000 capital be fully paid up at incorporation?
No. The €30,000 capital must be fully subscribed, but at least one quarter — €7,500 — must be paid up at incorporation. Contributions may be in cash or in kind, with an auditor's report required for contributions in kind.
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. A SAS can be used to acquire, hold, manage and dispose of participations for its own account. SOPARFI is a market designation rather than a separate legal form, so the participation exemption and treaty analysis follow their own conditions. A SAS may be considered where multiple share classes or detailed rules for shareholder decisions and transfers are required.
Does the SAS need a statutory auditor?
Not necessarily. A statutory audit by an approved auditor (réviseur d'entreprises agréé) is required in particular if the SAS exceeds, for 2 consecutive financial years, two of the following three thresholds: a €7.5M balance-sheet total, €15M net turnover and an average workforce of 50 employees. Below those thresholds, oversight is generally performed by a commissaire aux comptes, subject to any entity-specific rules.
