Setting up an SCI in Luxembourg
Published on 10 October 2026 · Updated on 10 October 2026
In short
In Luxembourg, a property holding civil company (SCI) is a civil company that owns and manages buildings. It needs at least two partners and no minimum capital, and may be formed by private deed. It is registered with the RCS and declares its beneficial owners in the RBE. Partners are jointly and indefinitely liable for its debts.
Definition
The SCI (société civile immobilière) is a civil company with a non-commercial purpose, formed to acquire, hold, manage or make available real estate, most often for a family or to house the premises of an operating business.
The SCI at a glance
- Partners
- 2 minimum
- Minimum capital
- None
- Liability
- Joint and indefinite, not several
- Deed
- Private deed possible, RCS registration mandatory
Steps to set up an SCI
- 1
Scope the project
Partners, target properties, allocation of shares, management and duration.
businessregistration.lu - 2
Partnership agreement
A partner lawyer drafts the articles: name, registered office, civil purpose, contributions, management, transfer of shares.
Partner lawyer - 3
Signature
Signature by private deed in at least two originals, or by notarial deed if the partners prefer.
Partners - 4
RCS and RESA
Electronic filing no later than one month after signature, then publication.
LBR - 5
UBO register
Declaration of beneficial owners within one month.
LBR - 6
Acquisition
The purchase of a building by the SCI requires a notarial deed, separate from the formation.
Notary
SCI or limited company for a property?
| SCI | SARL or SA | |
|---|---|---|
| Nature | Civil, non-commercial purpose | Commercial |
| Minimum capital | None | EUR 12,000 or EUR 30,000 |
| Partners’ liability | Joint and indefinite | Limited to contributions |
| Formation | Private deed possible | Notarial deed |
| Typical use | Family assets, operating premises | Commercial real estate business, investors |
Limits and points of caution
An SCI must remain civil: a commercial activity, such as development or habitual buying and reselling, changes its regime and may require a business permit. According to Guichet.lu, the civil company falls under the tax regime of partnerships. We do not give tax advice: the impact on your income and your estate should be validated with a tax adviser or a notary.
Day-to-day operation
Management is entrusted to one or more managers, who may or may not be partners, individuals or legal entities, appointed under the articles. Decisions that amend the partnership agreement are taken unanimously, others by absolute majority, unless a clause provides otherwise. The transfer of shares follows the rules of the partnership agreement, hence the importance of a clear approval clause. Without a clause on duration, the company lasts only for the lifetimes of the partners, so the articles generally set it expressly.
For a commercial real estate activity, see instead the real estate agent permit and forming a SARL.
Next step
Set up your SCI
We coordinate the partner lawyer and the RCS and UBO filings, and send you a written quote.
Frequently asked questions
Can you set up an SCI alone in Luxembourg?
No. A civil company requires at least two partners, individuals or legal entities. A couple, parents and children, or two companies can therefore form an SCI. The split of shares between them is set in the partnership agreement, which also organises the entry of new partners.
Do you need a notary to set up an SCI?
Not for the formation: the partnership agreement may be signed by private deed. The acquisition of a building by the SCI, however, is made by notarial deed, like any property sale.
Are the partners liable for the debts of the SCI?
Yes. According to Guichet.lu, the partners of a civil company are jointly and indefinitely liable towards third parties. Liability is not several: it is split between them in equal shares.
Must an SCI be registered with the RCS?
Yes. Registration with the Trade and Companies Register is mandatory for civil companies. The articles are published in full, except for a family civil company, which may publish an extract.
Can the SCI rent its building to my company?
Yes, this is a common use, which Guichet.lu describes as a management SCI: the SCI owns the building and leases it to the operating business, then the net rental income is shared among the partners. The lease terms and their tax effects should be validated with an adviser.