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.
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).
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.