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.
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.
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.