Setting up a cooperative in Luxembourg
Published on 10 October 2026 · Updated on 10 October 2026
In short
A cooperative company in Luxembourg is set up with at least two members and no minimum capital. Its capital is variable: members join and leave without amending the articles. The articles choose limited or unlimited liability for members; if they are silent, it is unlimited and joint. The deed may be notarial or by private deed.
Definition
The cooperative company is a Luxembourg commercial company made up of a variable number of members and endowed with variable capital, whose shares cannot be transferred to third parties. It serves collective projects: group purchasing, shared production, agricultural or housing cooperatives.
The cooperative company at a glance
- Members
- 2 minimum, no maximum
- Capital
- Variable, no minimum
- Liability
- Limited or unlimited depending on the articles
- Deed
- Notarial or private deed
What the articles must set out
General summary based on Guichet.lu. Drafting is a lawyer’s job.
- Identification: name and registered office of the cooperative.
- Corporate purpose: the activities carried out for the members.
- Liability: limited or unlimited, and how it works.
- Capital: how it is formed, minimum immediate subscription and, with limited liability, the fixed part of the capital.
- Admission and exit: conditions for joining, withdrawing and expulsion, and the redemption value of shares.
- Governance: management method; failing that, the rules of the public limited company apply.
Setting up a cooperative company
- 1
Collective project
Founding members, purpose, liability, minimum contribution per member.
businessregistration.lu - 2
Articles
A partner lawyer drafts the articles.
Partner lawyer - 3
Signature
Notarial deed, or private deed in two originals.
Founding members - 4
RCS and RESA
Filing of the articles and of the agents with their powers.
LBR - 5
RBE
Declaration of beneficial owners, most often the managers when no member controls the company.
LBR - 6
Permit and VAT
Depending on the activity.
Ministry of the Economy, AED
Liability: silence in the articles is costly
If the articles do not specify the liability regime, members are indefinitely and jointly liable for the cooperative’s debts. Profits and losses are then shared half in equal parts and half according to contributions. The limited liability clause therefore needs careful drafting.
A cooperative organised like an SA
The law also allows a cooperative to be organised like a public limited company, or to use the European cooperative society, each with its own rules. Shares remain non-transferable to third parties: a new member joins through a capital increase and a departing member is in principle repaid the nominal value of their shares, unless otherwise provided. A cooperative may also apply for approval as a social impact company.
Next step
Set up your cooperative
Articles drafted by a partner lawyer, RCS and RBE filings coordinated. Written quote.
Frequently asked questions
What capital does a cooperative company in Luxembourg need?
No legal minimum or maximum applies to the capital of a cooperative company in Luxembourg. The capital varies as members join and leave. The articles set the minimum immediate subscription and, if liability is limited, the fixed part of the capital.
Do you need a notary to set up a cooperative?
No. The articles of a cooperative company may be signed by private deed in two originals, without a notary. A notarial deed remains possible, notably for a cooperative organised like a public limited company under its own rules. The articles are then filed at the RCS with the agents and their powers.
Can a member sell their shares to a third party?
No. Cooperative shares cannot be transferred to third parties. A member who leaves withdraws, which reduces the capital, and the new member subscribes new shares. The departing member is in principle repaid the nominal value of the shares, unless the articles provide otherwise.
Who runs a cooperative company?
One or more agents, members or not, whose appointment and powers are filed at the RCS. If the articles do not regulate management, the rules of the public limited company apply. The management method is therefore set in the articles, drafted by a partner lawyer.
Cooperative company or non-profit: what is the difference?
The cooperative carries out an economic activity for the benefit of its members and may distribute results. The non-profit association may not carry out commercial operations or provide a material gain to its members. The choice therefore depends on purpose: a shared economic activity for the cooperative, a non-profit aim for the association.