Corporate law
Setting up a SARL in Luxembourg: steps
Reviewed and approved by a lawyer admitted to the Luxembourg Bar.
Quick answer
Setting up a SARL in Luxembourg takes 7 steps: validate the activity, obtain the business permit, open an account and pay in the 12,000 EUR capital, sign the articles before a notary, register with the RCS, declare the beneficial owners to the RBE, then activate VAT and social security. Allow 2 to 6 weeks.
The SARL is the most widely used company form in Luxembourg: capital of 12,000 EUR, liability limited to contributions, open to residents and non-residents alike. Setting one up combines a business permit (for commercial activities), a notarial deed, registration with the RCS and a declaration to the RBE. This guide sets out each step, the real costs, the timescales and the choice between SARL and SARL-S.
In short
- Minimum share capital: 12,000 EUR (SARL) or from 1 EUR (SARL-S, subject to conditions).
- A business permit is required for commercial, craft and professional activities.
- The deed of incorporation must be notarial.
- Registration with the RCS and declaration of the beneficial owners to the RBE.
- Activation of VAT (AED), social security (CCSS) and tax (ACD).
- Possible without being a resident: there is no nationality or residence requirement to be a shareholder.
| Step | Authority | Indicative timescale |
|---|---|---|
| Business permit | Ministry of the Economy | 1 to 4 weeks |
| Opening the account and paying in the capital | Bank | 1 to 6 weeks |
| Signing the articles | Notary | 1 day |
| Registration with the RCS | LBR | 1 to 5 days |
| RBE declaration | LBR | 1 day |
| VAT activation | AED | 1 to 4 weeks |
| Social security affiliation | CCSS | 1 to 2 weeks |
Choosing the right form
The SARL suits most SMEs; the SARL-S allows you to start with very low capital; the SOPARFI is preferred for holding participations. The choice depends on your project and your objectives.
This choice shapes your company over the long term: it is better to secure it from the outset.
Drafting robust articles of association
The articles set out the corporate purpose, the capital, the governance and the operating rules. Standard articles often create future deadlocks.
As soon as there is more than one shareholder, a shareholders' agreement usefully complements the articles by organising exits and the resolution of deadlocks.
Notary, RCS and RBE
Incorporating a SARL requires a notarial deed, followed by registration with the Trade and Companies Register (RCS) and the declaration of beneficial owners to the RBE.
The firm coordinates these formalities and the notary's involvement.
| Item | Indicative range |
|---|---|
| Share capital (blocked, remains yours) | 12,000 EUR |
| Notary fees | 1,000 to 2,000 EUR |
| Business permit | 24 to 50 EUR |
| RCS registration | approximately 100 to 250 EUR |
| Domiciliation (if needed) | 150 to 600 EUR / month |
| Annual accounting | 1,500 to 10,000 EUR / year |
| Criterion | SARL | SARL-S |
|---|---|---|
| Minimum capital | 12,000 EUR | 1 to 11,999 EUR |
| Shareholders | Individuals or legal entities | Individuals only |
| Notary | Compulsory | Private deed possible |
| Holding several | Several SARLs possible | Only one SARL-S per person |
| Ideal for | SMEs, holding companies, established businesses | Launching with low capital |
Depending on your profile
For entrepreneurs
The SARL protects your personal assets and lends credibility to your business. You can start with a low-capital SARL-S and switch to a SARL later. Plan for the bank's KYC checks and for annual accounting.
For foreign investors
You can hold 100% of a SARL without living in Luxembourg. Outside the EU, combine the incorporation with a residence permit. A SOPARFI optimises the holding of participations.
For the self-employed
The SARL-S makes it possible to launch your business with reduced capital and without a notary, subject to conditions. Check the business permit linked to your trade.
For international groups
The SARL or the SOPARFI serves as a holding vehicle and as European substance. Governance, an independent director and RBE compliance need to be structured upstream.
Official sources