Forming a public limited company (SA) in Luxembourg
The SA suits projects that welcome investors or expect frequent share transfers: shares are freely transferable and governance is structured. It is formed before a notary with €30,000 of share capital.
Share capital of €30,000, at least a quarter paid up
The SA (société anonyme, or public limited company) is a Luxembourg company limited by shares whose minimum capital of €30,000 is divided into freely transferable shares; it is run by a board of directors or a sole director and audited by an auditor.
In short
A Luxembourg SA requires subscribed capital of €30,000, at least 25% paid up at incorporation, a notarial deed, a board of three directors or a sole director if there is only one shareholder, and an audit of the accounts by an auditor (commissaire) or an approved statutory auditor.
The SA in figures
Subscribed capital
€30,000 minimum
Minimum payment
25%, i.e. €7,500
Shareholders
1 or more
Audit
Auditor or approved statutory auditor
What our two SA packages include
Essential formation
We form the company. You handle the bank, the signing and the address.
To start fast without travelling: notary, bank, permit, VAT and social security included.
Legal form advice and detailed quote
Articles of association
Notary: appointment, deed and signing
Registration of the deed
RCS registration and RESA publication
Beneficial owner declaration (RBE)
Notarised non-bankruptcy declaration
Business permit (autorisation d’établissement)
VAT registration
CCSS social security registration
Business bank account and capital deposit
Online tracking space
Assistance guarantee
The detail, line by line · SA
Included part of the price · Optional added to the quote if needed · Introduction introduction, cost billed by the provider · Handled by you step you take, with our checklist
What is done
Essential formation
End-to-end formation
Third-party fees (at cost)
Legal form advice and detailed quote
Included
Included
None
Articles of associationDrafted by a partner lawyer.
Included
Included
None
Registration of the deed
Included
Included
Registration duty paid to the AED
RCS registration and RESA publication
Included
Included
LBR filing fees
Beneficial owner declaration (RBE)
Included
Included
LBR fee: EUR 15 excl. VAT (RBE tariff)
Online tracking space
Included
Included
None
Assistance guaranteeFile rejected: reply to the authority’s letter at no charge.
Included
Included
None
Notary: appointment, deed and signingDeed of incorporation required for a SARL or SA. For any form, a notary visit for the non-bankruptcy declaration if the manager has lived in Luxembourg for less than 10 years.
Handled by you
Included
Notary deed fees
Notarised non-bankruptcy declarationRequired for the business permit if the manager has lived in Luxembourg for less than 10 years or lives abroad. Notary appointment, from EUR 200 excl. VAT.
Optional
Included
Notary, from EUR 200 excl. VAT
Business permit (autorisation d’établissement)If your activity requires one. We check this first.
Optional
Included
EUR 50 chancery fee
VAT registration
Optional
Included
None
CCSS social security registration
Optional
Included
None
Business bank account and capital depositIn End-to-end, file prepared and followed by us. The bank makes the decision.
Handled by you
Included
The bank’s account fees
Registered office with a law firmIntroduction to a domiciliation law firm, never included in the price. A registered address is not a physical establishment for the permit.
Introduction
Introduction
Domiciliation law firm’s fees
Dedicated officeIntroduction to an office, never included in the price. It is the physical establishment most permitted activities require.
Introduction
Introduction
Office rent
Resident manager or director (directorship)For non-resident shareholders who want one: introduction to a qualified professional holding a genuine mandate. Never a nominee.
Introduction
Introduction
Director’s fees, on quote
First-year accountingWith a licensed accountant (comptable autorisé) independent of Business Registration.
Introduction
Introduction
Accountant’s fees
Share capital: EUR 30,000, 25% paid up. Capital is not a cost: it stays with the company, in its account.
The steps to set up an SA
1
Structure
Shareholding, share classes, bodies, auditor.
businessregistration.lu
2
Pay up the capital
Payment of at least €7,500 and blocking certificate.
Must the full €30,000 be paid in at incorporation?
No. The €30,000 capital must be fully subscribed, but only a quarter, i.e. €7,500, must be paid up at incorporation. The balance is called later as needed.
Can an SA have a single shareholder?
Yes. It can then be run by a sole director.
Is an auditor mandatory?
Yes, an SA appoints an auditor (commissaire), unless it exceeds the thresholds that require an approved statutory auditor instead.
SA or SARL for a holding company?
Both are possible. The choice depends on how shares will circulate and on the investors envisaged. For an investment vehicle, seek tax advice before choosing.