Companies & entities
Incorporating a public limited company (SA) in Luxembourg
The Luxembourg public limited company (SA) is a share company suited to capital-intensive projects: minimum capital of 30,000 EUR, freely transferable shares, and governance through a board of directors or a management board. It is incorporated by notarial deed. The firm drafts the articles of association and organises the governance.
Legal content reviewed by Maître Cora Maglo, Avocate à la Cour, Liste I du Barreau de Luxembourg depuis 2009.
The SA is well suited to structures that aim to open up their capital, bring in investors or operate through shares. It is more formal than the SARL but offers greater flexibility for the movement of capital.
Cerno Law Firm structures your SA, drafts the articles of association and the shareholders\' agreement, and oversees the governance.
The need
You want a share company that is open to investors.
The governance of an SA must be precisely organised.
The risk
Poorly calibrated governance, exposed directors\' liability, no shareholders\' agreement in place.
A poorly structured SA hampers capital transactions.
How we help
Choosing between a board of directors and a management board, drafting the articles of association and the shareholders\' agreement, and supporting the incorporation.
Framing the corporate bodies and the liability of the directors.
Practice areas
When to call on the firm
- Raise funds or open up the capital.
- Structure a capital-intensive project.
- Organise governance through shares.
- Prepare a transfer of shares.
Method
Our engagement process
- 1
Information intake
You describe your need via a structured form or an initial call. Our digital tools serve only to organise this information and save time.
- 2
Lawyer qualification
Maître Maglo reviews your situation, identifies the legal issues and confirms the feasibility and exact scope of the engagement.
- 3
Transparent quote
You receive a clear fee proposal, a fixed fee or a range, before any engagement. Nothing is billed without your approval.
- 4
Legal work
The firm drafts, negotiates or litigates as required. Every deliverable is designed and approved by a lawyer admitted to the Luxembourg Bar.
- 5
Tracking and delivery
You follow your matter transparently and receive your finalised documents with the explanations you need.
Documents required
- • Allocation of capital and shareholders
- • Preferred governance model
- • Corporate object of the activity
Deliverables
- • Articles of association of the SA
- • Shareholders\' agreement
- • Support with notary, RCS and RBE
Indicative timing
Comparable to the SARL: deeds within a few days, incorporation within one to two weeks.
Fixed SA fee announced
Depending on the governance and the complexity.
FAQ
Frequently asked questions
What is the minimum capital for an SA?
30,000 EUR, of which at least one quarter must be paid up on incorporation.
Board of directors or management board?
An SA may have a one-tier structure (board of directors) or a two-tier structure (management board and supervisory board). The firm advises you according to your project.
Are the shares freely transferable?
In principle yes, but the articles of association and a shareholders\' agreement may regulate transfers (pre-emption rights, approval clauses).
Member of
Affiliations & réseaux professionnels
Free guide · PDF
The practical guide to secure your next step
Checklists, key steps and points to watch, prepared by the firm. Get it instantly, no strings attached.
- The key steps, explained simply
- The documents to prepare
- The common mistakes to avoid
Free diagnostic
Not sure where you stand? Get an answer in 2 minutes.
A few questions are enough to identify your need and the right legal answer, with no sign-up and no commitment.
Choosing Cerno means choosing over 17 years of experience
- 2013
- independent firm
- 2009
- at the Bar since 2009
- 7
- working languages
- 100+
- companies & SOPARFI structured
- 200+
- visas & residence permits obtained
- 170
- client nationalities served
- 300+
- due diligence reviews conducted
Around twenty M&A transactions supported · one of the best visa approval rates in Luxembourg.
Since 2009, we devote our expertise to your satisfaction: more than 85% of our clients renew their trust in us.
Our work
Representative matters, anonymised
Typical examples of engagements handled by the firm, presented in an anonymised and illustrative manner. Each matter is handled and validated by a lawyer registered with the Luxembourg Bar.
A holding company and a residence permit, in a single process
Incorporation of a SOPARFI for a non-resident investor, combined with obtaining their residence permit. A single point of contact across both fronts.
Permit obtained in 6 weeksA similar matter? Companies & governanceFounders protected before the funding round
Structuring a shareholders’ agreement and governance for a young company with several founders, ahead of a funding round.
Shareholders’ agreement signed before the roundA similar matter? Debt recoveryA debt recovered across borders
Cross-border recovery of unpaid debts for an SME, through an order for payment and coordination with a foreign colleague.
Receivable recovered in full (100%)A similar matter? Employment lawAn executive defended before the Labour Tribunal
Supporting an executive in a contested dismissal, from strategy to representation at the hearing.
Case argued at the hearingA similar matter? ContractsA secured international distribution
Negotiating and securing an international framework distribution agreement, from liabilities through to the competent jurisdiction.
Competent jurisdiction securedA similar matter?Typical, anonymised examples, for illustration only. They do not prejudge the outcome of a matter, which depends on each situation.
Entrust my matter to the firmExpertise & 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 7 languages, clients of 170 nationalities
Testimonials
What our clients say
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.Farshid Pourlatifi
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.Nathan Wirtzfeld
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.Tatiana
They talk about us
The firm referenced and cited
Professional directories, business press and legal publications where Cerno Law Firm and Maître Cora Maglo are referenced.
Let’s talk about your matter
Describe your situation: you receive an initial analysis and a transparent quote, with no obligation. One dedicated lawyer, from start to finish.