Changing a SARL into an SA in Luxembourg
Published on 10 October 2026 · Updated on 10 October 2026
In short
To convert a SARL into an SA in Luxembourg, the shareholders' meeting decides before a notary, with no winding-up and no new legal entity. It requires a statement of assets and liabilities under six months old, a management report, SA articles and capital of at least €30,000. It binds third parties after RESA publication.
Conversion benchmarks
- Financial statement
- Drawn up no more than six months before the decision
- Meeting
- Half of the capital present, two thirds of the votes cast
- SA capital
- €30,000 minimum, one quarter paid up
- Effect on third parties
- After RESA publication
The steps to convert a SARL into an SA
Each step has an identified person in charge. We coordinate the whole process and file what falls to the register.
- 1
Diagnostic
Check of the current articles (the conversion must not be prohibited there), the capital, recent contributions in kind and the permits held.
businessregistration.lu - 2
Statement of assets and liabilities
Statement summarising assets and liabilities, drawn up no more than six months before the decision. The annual accounts can serve this purpose.
Independent licensed accountant - 3
Reports
Justifying report from the management. Report from an approved statutory auditor where the SARL received a contribution in kind in the two years before the decision.
Management, auditor - 4
SA articles
Drafting of the new articles: board of directors or sole director, shares, transfer rules, supervision of the accounts.
Partner lawyer - 5
Meeting before a notary
Conversion decision and immediate adoption of the articles, under the same quorum and majority conditions. Capital increase in the same deed if needed.
Shareholders, notary - 6
Filing and publication
Filing of the deed with the RCS and full publication in the RESA, with the articles.
Notary, LBR - 7
Updates
Share register, bank, AED, CCSS, Ministry of the Economy if a business permit is held, UBO register if control changes.
businessregistration.lu, company
Capital and reports: two causes of delay
A SARL with €12,000 of capital must raise it to at least €30,000 to become an SA. If net assets are below the capital, the financial statement must show it and the capital after conversion cannot exceed net assets. The absence of a required report makes the meeting's decisions void.
Why move from a SARL to an SA
The SA is chosen when the capital must open to investors, when share transfers will be frequent or when a board of directors is wanted. Its shares are in principle freely transferable, whereas SARL shares can be transferred to third parties only with the approval of shareholders representing at least three quarters of the capital. Our comparison SARL or SA in Luxembourg sets out the criteria.
The conversion does not create a new company: ongoing contracts, employment contracts and third-party rights are maintained. Governance, however, changes. An SA is run by a board of at least three directors, or by a sole director where it has only one shareholder, and its accounts are supervised by an auditor or, above the legal thresholds, by an approved statutory auditor.
If your company is a SARL-S, the move from SARL-S to SARL is covered on a dedicated page. A change of form remains possible towards most forms, but never towards a SARL-S.
Next step
Convert your SARL into an SA
We check your articles and capital, then price the conversion including notary fees.
Frequently asked questions
Do I need to create a new company to go from SARL to SA?
No. In Luxembourg, a change of legal form entails neither winding-up nor the creation of a new legal personality. The company keeps its contracts, employees and commitments. Only its articles, governance and type of securities change, by a shareholders' meeting decision recorded in a notarial deed.
Is my SARL's €12,000 capital enough?
No. An SA must have minimum capital of €30,000, fully subscribed and paid up at least to one quarter. A SARL with €12,000 of capital must therefore increase it, which can be decided in the same notarial deed as the conversion.
Is a statutory auditor compulsory?
For a SARL becoming an SA, a report from an approved statutory auditor is required where the company received a contribution in kind in the two years before the decision. A justifying report from the management and a statement of assets and liabilities less than six months old are required in all cases.
Must the business permit be redone?
A new permit is required notably on a change of corporate purpose or of the manager holding the qualification. For a simple change of form, we ask the competent Directorate General of the Ministry of the Economy so that the file is updated without interrupting the business.