Amending the Corporate Purpose of a Luxembourg Company
Published on 10 October 2026 · Updated on 10 October 2026
In short
The corporate purpose is a clause of the articles of association: changing it requires a meeting that decides by the majorities set in the articles, before a notary for a SARL or an SA, then an RCS filing within one month. If the company changes or extends its activity, it must also obtain a new business permit before carrying on the new activity.
Key points
- Nature
- Amendment of the articles
- Deed
- Notarial for a SARL or an SA
- New activity
- New business permit
- Chancery fee
- €50 per application
Is a new business permit needed?
| Yes | In principle no | |
|---|---|---|
| Example | Adding retail trade to a consulting activity | Rewording the purpose with no new activity |
| Basis | Change or extension of the corporate purpose | No new activity carried on |
| Step | Application to the Ministry of the Economy | RCS filing only |
| Timing | Before carrying on the new activity | Within one month of the deed |
Amending the purpose, step by step
- 1
Qualify the activity
Regulated activity, business permit, qualification required of the manager.
businessregistration.lu - 2
Draft the new purpose
Precise clause, consistent with the permit sought.
Partner lawyer - 3
Meeting before a notary
Decision under the conditions for amendments to the articles.
Members, notary - 4
RCS and RESA
Filing of the deed and the coordinated articles within one month.
Notary, LBR - 5
New permit
File with the ministry, with proof of the manager’s qualification.
Ministry of the Economy
The permit, the real bottleneck
Guichet.lu lists a change or extension of the corporate purpose among the cases requiring a new business permit. The manager must meet the qualification conditions for the new activity. The ministry in principle processes a complete file within 3 months. Carrying on the activity before being authorised exposes the company and its manager to penalties.
Drafting a useful purpose
A purpose that is too narrow means going back to the notary for each new activity. A purpose that is too broad, listing activities unrelated to the project, is not an authorisation: each activity subject to authorisation still requires its own approval. A good clause describes the activity actually intended and the operations connected with it.
For an activity regulated by the CSSF or subject to a sector approval, the purpose must also match the approval sought. See our guide drafting the corporate purpose in Luxembourg and the page amending a business permit.
Next step
Amend your corporate purpose
Activity qualified, purpose drafted, deed and new permit coordinated.
Frequently asked questions
Is a notary needed to change the corporate purpose?
For a SARL or an SA, yes in principle: the purpose is in the articles, amended by a meeting whose decision is recorded in a notarial deed. The notary then files the deed with the RCS, and the coordinated articles are filed no later than one month after signature.
Does changing the purpose require a new business permit?
Yes if it amounts to a change or extension of the activity. A simple rewording, with no new activity, does not. When in doubt, we qualify the activity before drafting the clause, to know which permit and which manager qualification will be required.
Can the new activity start as soon as the deed is signed?
Not if it is subject to authorisation. The company must wait for the new business permit. The ministry in principle processes a complete file within 3 months; if there is no reply within that period, the permit is deemed granted.
What majority is needed to change the purpose of a SARL?
Unless the articles are stricter, a majority of members representing three quarters of the capital. In an SA, the extraordinary meeting decides with a quorum of half of the capital and a two-thirds majority of the votes cast. The articles may set stricter rules, to be checked before convening the meeting.
Can the current manager carry the new activity?
Only if he or she meets the qualification conditions specific to that activity. Otherwise, the company must designate a qualified manager, which involves an appointment and a permit application in that person’s name. This manager must be genuinely involved in running the authorised activity.