Corporate law lawyer 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.

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.

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.

Yes, the firm handles the formalities and coordinates the notary's involvement where it is required.

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.

A financial holding company, the most common holding vehicle in Luxembourg. The firm sets it up and ensures its substance.

In certain cases (management failures, breaches), yes. Governance and documentation reduce this risk; the firm advises directors.

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.

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.

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.

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.

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.

The SOPARFI is a SARL or SA whose purpose is to hold shareholdings. It requires suitable articles of association, sufficient substance (ATAD III) and governance consistent with the group's strategy.