Amending a Luxembourg Company’s Articles of Association
Published on 10 October 2026 · Updated on 10 October 2026
In short
In Luxembourg, the articles of association of a SARL or an SA are amended by an extraordinary general meeting, by an enhanced majority, before a notary. The deed and the coordinated articles are filed with the RCS within one month, then published in the RESA. The amendment is enforceable against third parties only from that publication.
The essential rules
- SARL
- In principle, members representing three quarters of the capital
- SA
- Half of the capital present, two thirds of the votes cast
- Form
- Notarial deed for the SARL and the SA
- RCS filing
- Within one month, with the coordinated articles
Which amendment, which page
| Amendment | Specific points | Detailed guide |
|---|---|---|
| Company name | Availability of the name, trade name, bank | Change a company name |
| Corporate purpose | New business permit if the purpose changes or is extended | Change the corporate purpose |
| Capital | Payment, report on contributions in kind | Capital increase or reduction |
| Registered office | Management competent if the articles provide so | Registered office transfer |
| Financial year | Transition year, accounts | Change the year-end date |
| Legal form | Financial statement and reports | Conversion of a SARL into an SA |
Approval clauses, management clauses or the allocation of powers are amended under the same procedure.
The steps of an amendment of the articles
- 1
Analysis
Clause to amend, applicable majority, effects on the business permit, the UBO register and the bank.
businessregistration.lu - 2
Draft amendment
Drafting of the new clauses and of the coordinated articles.
Partner lawyer - 3
Notice
Notice to members or shareholders as the articles provide, or a meeting bringing together all holders.
Management or board - 4
Meeting before a notary
Vote on the amendment and signature of the deed, in person or by proxy.
Members, notary - 5
Filing and publication
Filing of the deed and the coordinated articles with the RCS, publication in the RESA.
Notary, LBR - 6
Updates
Ministry of the Economy, UBO register, bank, AED depending on the nature of the change.
businessregistration.lu
What the amendment triggers elsewhere
A change or extension of the corporate purpose requires a new business permit application. A change in voting rights or in the holders of control requires an update of the UBO register within one month. An amendment is never isolated: check these effects before the meeting.
The case of the SARL-S
The SARL-S is incorporated without a notary. Its articles are in principle amended by private deed, filed with the RCS within one month as for other forms. The limits specific to the SARL-S still apply: capital from €1 to €11,999, individuals only as members. Beyond that, you must convert the SARL-S into a SARL.
For the SA, the legal majority may be reinforced by the articles. For the SARL, the articles may also set specific rules for certain decisions. The text of the articles in force is therefore the first document to reread.
Next step
Amend your articles
Tell us what must change: we check the majority and the effects, and quote the deed.
Frequently asked questions
Is a notary always needed to amend the articles?
For a SARL or an SA, yes: since the articles were drawn up in a notarial deed, their amendment is too. The SARL-S is an exception, as it is incorporated and amended in principle by private deed. Some decisions, such as a transfer of the registered office authorised by the articles, do not amend the articles and fall to management.
What majority is needed to amend the articles of a SARL?
The law requires an enhanced majority, in principle that of members representing three quarters of the share capital, subject to the rules set by the articles. Some decisions, such as increasing the members’ commitments, require unanimity. Reread your articles before convening the meeting.
What majority is needed for an SA?
The extraordinary meeting deliberates validly if at least half of the capital is represented, and decides by at least two thirds of the votes cast. If the quorum is not reached, a second meeting may deliberate with no quorum requirement, by the same majority.
What are coordinated articles?
They are the complete articles incorporating all successive amendments. They are filed with the RCS together with the amending deed, so that any third party can consult an up-to-date version. They are prepared at each amendment, generally by the notary who receives the deed, and serve as a reference for the bank and the authorities.
When does the amendment take effect?
Between members, on the date of the meeting unless stated otherwise. Towards third parties, from publication in the RESA, which takes place on the day of filing or on a date chosen within the following 15 days. The filing must be made within one month of the deed.