Structure a Luxembourg company on solid foundations

The right legal form is only one part of the file. Governance, substance, banking, tax, RBE, VAT and day-one obligations need to remain aligned from the start.

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Which legal form to choose?

Comparison of the main structures

SARL

Minimum capital €12,000

  • Notarial deed required
  • Most common form
  • Credible for SMEs
  • RCS registration before permit
SMEs and group structures

SA (Public Limited)

Minimum capital €30,000

  • 25% paid up at incorporation
  • Large projects and investors
  • Form compatible with capital-markets operations, subject to conditions
  • Easy share transfer
Capital and governance

SCSp

Capital No statutory minimum

  • No notary required
  • Investment funds
  • Private equity
  • Tax transparent structure
Investment structures

SARL-S (Simplified)

Capital €1 to €12,000

  • No notary required
  • Reserved for natural persons
  • Restricted activity perimeter
  • Permit before registration
Targeted use cases

SAS

Minimum capital €30,000

  • High statutory flexibility
  • Customized governance
  • Contractual freedom
  • Statutory auditor required
Tailored statutes

SCI (Civil Company)

Capital No statutory minimum; amount set by the articles of association

  • Private deed possible
  • Real estate ownership and management
  • Family ownership governance
  • Generally tax-transparent
Real estate assets

The scope of the setup

The engagement separates the firm's framing work from acts that belong to the notary or legal adviser.

Included in the engagement

  • Comparison and framing Comparison of forms against the project, accounting, tax and financing needs. Reserved legal questions are handled with the relevant notary or legal adviser.
  • Preparation and coordination Information collection, coordination with the notary or legal adviser, choice between immediate or deferred SARL capital payment, and launch of the bank KYC process. The firm also provides administrative assistance with the business-permit application.
  • Registrations and declarations Signing of the notarial deed (or proxy), RCS filing, VAT registration, declaration of beneficial owners to RBE.
  • Organisation after incorporation Bank-account activation, setup of accounting and the tax calendar, then follow-through on meetings, approvals, RCS or RESA filings and corporate records.

Out of scope stated upfront

  • Legal drafting and validation The articles of association and reserved legal questions are drafted or validated by the relevant notary or legal adviser.
  • Notarial deed Signing the deed belongs to the notarial process. The firm coordinates the information and timetable.
  • Banking decision The firm can launch and coordinate KYC. The decision to open the account belongs to the bank.

Frame the structure before incorporation

An initial discussion helps define the legal form, stakeholders and execution timetable before filing starts.

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What the setup produces

The deliverables reflect the decisions and formalities already defined in the engagement.

  • Incorporation framing

    Comparison of forms and allocation of roles Before formalities begin

  • RCS registration

    Filing and registration follow-through At incorporation

  • Initial declarations

    RBE declaration and VAT registration At setup

  • Post-incorporation organisation

    Accounting and filing calendar When operations begin

How the setup progresses

Each stage prepares the next while keeping every professional's role clear.

  1. Reviewing the project

    The legal form, governance, tax, financing and initial obligations are considered together.

  2. Preparation and coordination

    Information is gathered and provided to the notary, legal adviser and bank according to their roles.

  3. Incorporation and registration

    The deed is signed, followed by the RCS, RBE and VAT formalities required for the file.

  4. Starting operations

    Accounting, the tax calendar and the first filing obligations then take over.

Detailed guides on legal form and permit requirements

Our articles to help structure the company and its business permit

Modular elements assembled around a stable core to illustrate the formation of a Luxembourg SARL Corporate Law Creating a SARL in Luxembourg Statutory capital, notarial procedure, taxation, governance and the main features of a SARL. Read article Compact assembled module placed before a larger frame to illustrate the possible development of a Luxembourg SARL-S Corporate Law SARL-S: simplified company from €1 Conditions, limits, real advantages and differences with the classic SARL. Read article Open threshold leading to an equipped workspace to illustrate entry into a regulated activity Corporate Law Business Permit in Luxembourg When the permit is required, who should hold it, and how it affects the formation timeline. Read article Reception desk in a modern office with an open city view Corporate Law SAS Luxembourg: maximum flexibility Custom governance, €30,000 capital, SAS vs SA vs SARL comparison. Read article

More analysis

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Frequently asked questions

Company formation in Luxembourg

What is the difference between SARL and SARL-S?

The SARL-S (simplified) allows incorporation with €1 to €12,000 capital, without a notary, but is reserved for natural persons. A business permit is required before RCS registration. The standard SARL requires €12,000 minimum capital, a notarial deed, but RCS registration can precede the business permit.

How is a company-formation mandate defined?

The perimeter reflects the legal form selected and the level of coordination required. A straightforward incorporation does not involve the same work as a structure that also requires substance review, banking coordination, VAT setup, RBE filing, governance work or multiple stakeholders. Steps and responsibilities are agreed after the file has been reviewed.

Can I set up a company without residing in Luxembourg?

Yes. Incorporating a Luxembourg company is not conditional on its shareholders residing in Luxembourg. Where a business permit is required, the manager must meet the conditions specific to that permit, including an effective link with the business. Registered office, effective management, tax residence and economic substance are separate questions that depend on the activity and operating model.