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.
In short
The public limited company (SA) in Luxembourg is a share company suited to capital-intensive projects, with a minimum capital of 30,000 €, at least one quarter paid up at incorporation. Its shares are in principle freely transferable. It is run by a board of directors or management board and incorporated by notarial deed.
Responsible for legal content: Maître Cora Maglo, Avocate à la Cour, Liste I du Barreau de Luxembourg depuis 2009. · Applicable law: Luxembourg
Incorporating an SA in Luxembourg: key points at a glance
| Item | What to know |
|---|---|
| Fees | Fixed SA fee announced. Depending on the governance and the complexity. |
| Indicative timing | Comparable to the SARL: deeds within a few days, incorporation within one to two weeks. |
| Documents required |
|
| Deliverables |
|
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.
Incorporating an SA in Luxembourg: when should you call on the firm?
You want a share company that is open to investors.
The governance of an SA must be precisely organised.
What happens if you do nothing?
Poorly calibrated governance, exposed directors\' liability, no shareholders\' agreement in place.
A poorly structured SA hampers capital transactions.
How does the firm step in?
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.
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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).
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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
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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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