Companies & entities
Set up a SARL in Luxembourg
The SARL (private limited liability company) is the most widely used form in Luxembourg: it limits the shareholders’ liability to their contributions, requires a minimum capital of 12,000 €, and is incorporated by notarial deed with registration at the RCS. The firm drafts your articles and steers the incorporation.
In short
The SARL in Luxembourg is a private limited liability company that limits partners' liability to their contributions. It requires a minimum capital of 12,000 € and is incorporated by notarial deed, with registration at the RCS. Cerno Law Firm drafts the articles and manages the incorporation.
Responsible for legal content: Maître Cora Maglo, Avocate à la Cour, Liste I du Barreau de Luxembourg depuis 2009. · Applicable law: Luxembourg
SARL formation in Luxembourg: key points at a glance
| Item | What to know |
|---|---|
| Fees | SARL fixed fee confirmed. Depending on the number of shareholders and the complexity of the governance. |
| Indicative timing | Deeds drafted within a few business days; incorporation generally completed within one to two weeks. |
| Documents required |
|
| Deliverables |
|
The SARL suits most SMEs and projects with identified shareholders: limited liability, flexible operation and accessible capital. Its quality depends above all on well-drafted articles and, as soon as there is more than one shareholder, on a shareholders’ agreement.
Cerno Law Firm designs articles tailored to your project and coordinates the notary and the formalities for an operational, secure SARL.
SARL formation in Luxembourg: when should you call on the firm?
You want to set up a SARL with solid articles and clear governance.
Generic articles create deadlock at the first difficulty.
What happens if you do nothing?
A missing share-transfer clause, poorly framed management, the manager’s liability left exposed, deadlock between shareholders.
A missing shareholders’ agreement complicates exits and arbitration.
How does the firm step in?
Drafting of the articles and the shareholders’ agreement, advice on the management and the allocation of capital, support with the incorporation.
Anticipation of shareholders coming in and going out, and of capital transactions.
Practice areas
When to call on the firm
- Set up an SME with one or more shareholders.
- Frame share transfers and governance.
- Secure the manager’s status and liability.
- Prepare for a future investor coming in.
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SARL fixed fee confirmed
Depending on the number of shareholders and the complexity of the governance.
What capital is needed for a SARL in Luxembourg?
The standard SARL requires a minimum capital of 12,000 €, fully subscribed and paid up at incorporation. To start with a reduced capital, the SARL-S (from 1 €) is a regulated alternative.
The firm advises you on the solution suited to your project and to your commercial and banking credibility needs.
Liability and management
Shareholders are liable only up to the amount of their contributions. The manager, by contrast, incurs liability in the event of mismanagement: their status and powers must be clearly defined in the articles.
FAQ
Frequently asked questions
What is the minimum capital for a SARL?
12,000 €, fully subscribed and paid up at incorporation. The SARL-S allows you to start with a capital of between 1 € and 11,999 €, subject to conditions.
Can a SARL have a single shareholder?
Yes, a single-member SARL is possible in Luxembourg.
Do you need a notary to set up a SARL?
Yes, the incorporation deed of a SARL is notarial. The firm coordinates this step and the RCS and RBE formalities.
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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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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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