Converting a SARL-S into a SARL
Published on 10 October 2026 · Updated on 10 October 2026
In short
To convert a SARL-S into a SARL in Luxembourg, the members decide in a meeting to raise the capital to at least €12,000 and to adopt SARL articles of association. New shares are paid up in full on issue. The deed is drawn up by a notary, then filed with the RCS. The company keeps its RCS number and its legal personality.
Key points
- Capital after conversion
- At least €12,000
- Payment
- In full on issue
- Deed
- Notarial
- RCS number
- Unchanged
What changes when moving to the SARL
| SARL-S | SARL | |
|---|---|---|
| Capital | From €1 to less than €12,000 | €12,000 minimum |
| Members | Individuals only | Individuals or companies |
| Limit per person | One SARL-S at a time | None |
| Incorporation and articles | Private deed possible | Notarial deed |
| Mention on documents | SARL-S | SARL |
The conversion, step by step
- 1
Structuring
Amount of the increase, cash contribution or capitalisation of reserves, possible entry of a corporate member.
businessregistration.lu - 2
SARL articles
New articles drafted by a partner lawyer.
Partner lawyer - 3
Payment
Funds paid into the company account, bank certificate for the notary.
Members, bank - 4
Meeting before a notary
Capital increase, conversion and adoption of the articles.
Members, notary - 5
RCS and RESA
Filing of the deed and the coordinated articles within one month.
Notary, LBR - 6
Updates
UBO register if holdings change, bank, AED, CCSS, Ministry of the Economy, commercial documents.
Company
No deferred payment for the conversion
The law of 18 May 2026 allows capital to be paid up within 12 months of the incorporation of a SARL. A SARL-S that converts is not being incorporated: it is increasing its capital. The new shares are therefore paid up in full when issued, premium included. Plan the necessary cash before signing.
When conversion becomes mandatory
The SARL-S is reserved for individuals, with capital below €12,000. According to Guichet.lu, a SARL-S whose capital exceeds the ceiling must change form, and one that exceeds 100 members has one year to do so. The entry of a company into the capital also requires leaving the SARL-S, since a legal entity cannot be a member of one.
Conversion is also useful when the member wants to set up a second SARL-S, which the law forbids as long as the first is held, or when banks and partners expect higher capital. It does not create a new company: contracts, VAT number, employees and accounts stay attached to the same legal entity.
The business permit stays attached to the company. We recommend informing the Ministry of the Economy of the change of form and name so that the file is up to date. To compare the two forms before deciding, see SARL-S or SARL.
Next step
Convert your SARL-S
SARL articles, notary and filings coordinated, costs itemised in advance.
Frequently asked questions
Is a notary needed to convert a SARL-S into a SARL?
Yes. The articles of a SARL are drawn up in a notarial deed. The decision to convert and increase the capital, as well as the new articles, therefore go before a notary, who then files the deed with the RCS. The coordinated SARL articles are filed no later than one month after signature.
Can the SARL-S use the 12-month payment period?
Not for the conversion. The 12-month period introduced on 2 June 2026 applies to incorporation. Shares issued in the capital increase that accompanies the conversion are paid up in full on issue. Plan for the funds to be in the company account before the notary appointment.
Does the company change its RCS or VAT number?
No. The conversion does not create a new legal entity. The company keeps its RCS number, its VAT number, its contracts and its accounts. Only the legal form, the full company name and the articles change. Partners are informed, with no new signature of contracts.
Can a company join the capital during the conversion?
Yes. It is even one of the frequent reasons: a SARL-S can only have individuals as members. A holding company joins in the same deed, after KYC checks on the new member and an update of the UBO register.
How much does the conversion cost?
It combines third-party costs, notary, registration and LBR filing, re-invoiced at actual cost, and our coordination fees. The amount depends on the capital and the structure. It is itemised in a written quote before any step is taken, showing third-party costs and our fees.