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.
Legal content reviewed by Maître Cora Maglo, Avocate à la Cour, Liste I du Barreau de Luxembourg depuis 2009.
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.
Your need
You want to set up a SARL with solid articles and clear governance.
Generic articles create deadlock at the first difficulty.
The risk
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 we help
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.
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
- • The allocation of capital and the identity of the shareholders
- • The corporate purpose
- • The contact details of the manager or managers
Deliverables
- • SARL articles of association
- • A shareholders’ agreement where relevant
- • Support with the notary, RCS and RBE
Indicative timing
Deeds drafted within a few business days; incorporation generally completed within one to two weeks.
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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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
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