Corporate law
Corporate law lawyer in Luxembourg
The firm assists with the formation, structuring and legal life of Luxembourg companies: articles of association, shareholders' agreements, governance, transfers and restructurings.
In short
A company law lawyer in Luxembourg selects the legal form suited to the project, drafts the articles and the shareholders' agreement, organises governance and secures transactions on the capital. Cerno Law Firm covers incorporation, day-to-day corporate life, transfers and restructurings.
Responsible for legal content: Maître Cora Maglo, Avocate à la Cour, Liste I du Barreau de Luxembourg depuis 2009. · Applicable law: Luxembourg
Corporate law lawyer in Luxembourg: key points at a glance
| Item | What to know |
|---|---|
| Fees | Fixed prices per type of instrument. Articles of association, shareholders' agreements and incorporation support are costed in advance. |
| Indicative timing | The instruments are generally drafted within a few business days; incorporation then depends on the notary and the RCS/RBE formalities. |
| Documents required |
|
| Deliverables |
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Luxembourg is one of the most attractive jurisdictions in Europe for structuring a business or an estate. Yet you still need to choose the right form and draft robust instruments.
The firm helps you incorporate your company, organise the relationships between shareholders and secure transactions on the share capital.
Corporate law: incorporation, governance or restructuring?
A company form is not a complete legal strategy. Consider the business activity, effective management, owners, funding and ongoing legal obligations before selecting a SARL, SA or holding structure.
| Project or difficulty | Useful documents | Decision to prepare |
|---|---|---|
| New company and shareholders | Business activity, cap table, proposed management | Which form and voting/governance rules fit the project? |
| Shareholder deadlock | Articles, shareholder agreement, minutes, notices | Which powers, exit clauses and resolutions are available? |
| Transfer, fundraising or reorganisation | Share register, agreements, group chart, term sheet | Which approvals, warranties and filings are needed? |
Incorporation does not in itself grant a business permit or residence rights. Obligations vary with the activity and the persons involved.
Discuss my situation with a lawyerCorporate law lawyer in Luxembourg: when should you call on the firm?
Choice of corporate form, drafting of the articles of association, allocation of capital, governance: these decisions shape the company for the long term.
Standard articles of association or the absence of a shareholders' agreement are a frequent source of future deadlock.
What happens if you do nothing?
Conflicts between shareholders with no exit clause, poorly framed directors' liability, irregular transactions on the share capital.
An unsuitable structure can complicate a future fundraising or sale.
How does the firm step in?
Advice on the corporate form, drafting of the articles of association and the shareholders' agreement, support for general meetings and transactions.
The firm anticipates scenarios for exit, investor entry and succession.
Practice areas
When to call on the firm
- Forming a SARL, a SARL-S, a SA or a SOPARFI.
- Drafting or revising articles of association and a shareholders' agreement.
- Framing an investor's entry or a transfer of shares.
- Securing governance and the director's status.
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Describe your need
Select your issue, answer a few simple questions and share your documents if needed.
What you get
- Initial qualification of the case
- List of useful documents
- Secure transmission
What reassures our clients
Confidentiality
Lawyer’s professional secrecy.
Speed
Start your case online 24/7.
Transparency
Fees communicated before engagement.
Expertise
Review by a lawyer of the Luxembourg Bar.
Simplicity
Under 5 minutes to open your case.
Fixed prices per type of instrument
Articles of association, shareholders' agreements and incorporation support are costed in advance.
See fees for this areaChoosing the right corporate form
SARL, SARL-S, SA, SCSp or SOPARFI: the choice depends on the number of shareholders, the capital, the governance and the tax objectives. The firm guides you towards the appropriate structure. See setting up a company, the SARL, the SA and the SOPARFI.
Incorporation and formalities
Drafting of the articles of association, payment of the capital, registration with the RCS and entry in the RBE (beneficial owners), in coordination with the notary where required. See the articles of association and the RBE.
Shareholders' agreement and governance
The shareholders' agreement organises the balance of power: voting rights, exit clauses, pre-emption, and directors' liability. See the shareholders' agreement, corporate governance and the independent director.
Life of the company: transfers, capital, transactions
Transfers of shares, capital increases, investor entries, mergers and acquisitions and restructurings: the firm secures each transaction. See mergers and acquisitions, due diligence and the investors and corporate practice.
Holdings, funds and estate structuring
The SOPARFI holds participations, the SPF holds private wealth, and fund vehicles (RAIF, SIF, SICAR) serve collective investment. See the SOPARFI, the SPF, investment funds and the family office.
Disputes between shareholders and liquidation
Governance deadlock, conflict between shareholders, forced exit or liquidation: the firm defends your interests. See disputes between shareholders, litigation and company liquidation.
FAQ
Frequently asked questions
Which corporate form should I choose in Luxembourg?
It depends on your project, the number of shareholders, the capital and your tax objectives. The SARL suits most SMEs; the SOPARFI is used to hold participations.
What is the minimum capital for a SARL and a SA?
The SARL requires capital of EUR 12,000, the SA EUR 30,000. The SARL-S allows you to start with reduced capital, subject to conditions.
Is a shareholders' agreement mandatory?
No, but it is strongly recommended as soon as there is more than one shareholder: it organises decision-making, exits and the resolution of deadlock.
Does the firm handle the formalities with the RCS and the RBE?
Yes, the firm handles the formalities and coordinates the notary's involvement where it is required.
How do I transfer shares?
A transfer requires compliance with the articles of association and the agreement (approval, pre-emption), rigorous documentation and, often, an update of the RCS and the RBE. The firm secures the transaction.
What is a SOPARFI?
A financial holding company, the most common holding vehicle in Luxembourg. The firm sets it up and ensures its substance.
Are directors personally liable?
In certain cases (management failures, breaches), yes. Governance and documentation reduce this risk; the firm advises directors.
What is the difference between a SARL and an SA in Luxembourg?
The SARL is based on corporate units and a controlled circle of shareholders, with a lower minimum capital. The SA is based on freely transferable shares, a higher capital and governance suited to fundraising and to groups.
How do you draft a shareholders' agreement?
The agreement supplements the articles of association: it governs exits, pre-emption, approval, governance, clauses protecting minority shareholders and the resolution of deadlocks. It should be drafted by a lawyer to be genuinely enforceable and effective.
How do you bring an investor into a company?
Through a capital increase or a transfer of securities, accompanied by an investment agreement and a shareholders' agreement defining voting rights, governance, exits and warranties.
What are the rights of a minority shareholder?
The right to information, to vote, to dividends, and protection against abuse by the majority. A well-drafted agreement strengthens these rights through exit, deadlock and representation clauses.
How do you resolve a dispute between shareholders?
Through negotiation, mediation or, where necessary, litigation. The aim is often a negotiated and secure exit, relying on the articles of association and the shareholders' agreement.
How do you set up a SOPARFI holding company?
The SOPARFI is a SARL or SA whose purpose is to hold shareholdings. It requires suitable articles of association, sufficient substance in light of the anti-abuse rules and governance consistent with the group's strategy.
Quick answer
What does a corporate lawyer do in Luxembourg?
A corporate lawyer advises entrepreneurs, shareholders and investors on the formation, management, restructuring, transfer and legal protection of their companies in Luxembourg: SARL, SA, SOPARFI, shareholders' agreements, governance and M&A transactions.
Our approach
A pragmatic reading of every case
Our aim is not only to explain the rule, but to identify the most effective route to your objectives. Every matter is analysed from three angles.
Legal risk
The applicable rule, deadlines and possible points of dispute.
Operational risk
The concrete impact on your business, your contracts and your organisation.
Financial risk
The cost of a decision, a dispute or inaction, quantified upfront.
Expertise
Support at every stage of your company's life
Formation and forms
- SARL
- SARL-S
- SA
- SOPARFI
- SPF
- Joint ventures
Capital transactions
- Capital increase
- Bringing in investors
- Share issuance
- Transfer of shareholdings
Agreements and governance
- Shareholders' agreements
- Pre-emption and approval
- Allocation of powers
- Protection of minority shareholders
Restructuring and transfer
- Group reorganisation
- Merger
- Liquidation
- Transfer and succession
Disputes between shareholders
- Decision-making deadlocks
- Removal of directors
- Directors' liability
- Negotiated exit
Typical situations
The engagements we handle in this area
Setting up a Luxembourg holding company
Structuring, articles of association and governance tailored to an international group.
Bringing in a new investor
Capital reorganisation, negotiation and drafting of the shareholders' agreement.
Dispute between shareholders
Analysis of shareholder rights and a strategy for resolution or exit.
Sale of a business
Due diligence, negotiation and drafting of the transaction documentation.
Illustrative situations describing types of engagement, not identifiable client matters or results obtained. Every matter is handled and validated by a lawyer registered with the Luxembourg Bar.
They entrust us with their cases
Varied profiles, the same standard of excellence
- Entrepreneurs setting up their company in Luxembourg
- International investors
- SME executives
- International groups
- Expatriates and international families
- Employers recruiting foreign talent
Explore our key areas of expertise
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Affiliations & professional networks
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- The key steps, explained simply
- The documents to prepare
- The common mistakes to avoid
Latest analysis
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Recent analysis by the firm on this area of law.
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Founded in 2013; Maître Cora Maglo has been admitted to the Luxembourg Bar since 2009
- 2013
- independent firm
- 2009
- at the Bar since 2009
- 4,7/5
- 81 Google reviewsRead reviews
Expertise & authority
Ongoing review and analysis of Luxembourg and European case law
Avocate à la Cour, List I of the Luxembourg Bar since 2009
Trained at the London School of Economics, formerly at Clifford Chance and Bonn Steichen & Partners
Member of international networks: EILN, AEA, Cross Border Advisory Solutions
Every matter handled and approved by a lawyer admitted to the Bar
Support in French and English
Testimonials
What our clients say
Selected excerpts from public reviews. Consult the Google listing for all ratings and comments; a testimonial does not guarantee a legal outcome.
Had a consultation with Me Cora Maglo about my Luxembourg Blue Card application. She explained everything clearly: the process, timeline and documents I need, and helped me with my wife’s family reunification too. Honest and practical advice. I felt confident after talking to her.F. P.J’ai beaucoup apprécié le service de Maître Maglo : son sérieux, sa sympathie, son professionnalisme et sa disponibilité. Toujours répondu rapidement et clairement, avec des conseils pragmatiques, sans pousser à des procédures longues et coûteuses lorsqu’elles ne sont pas justifiées.N. W.Super assistance and great support! Highly recommend. All my questions were answered, Cora and her team kept me updated all the time. I will definitely reach out to them next time for my residency.T.They talk about us
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