Articles of association of an SA in Luxembourg
Published on 10 October 2026 · Updated on 10 October 2026
In short
The SA articles of association in Luxembourg are the incorporation deed of the public limited company, executed before a notary and published in full at the RCS. They state in particular the name, registered office, purpose, subscribed capital of at least €30,000 and the part paid up, the form of shares, contributions in kind, management structure, duration and costs.
Definition
The articles of association of an SA are the notarial incorporation deed of the public limited company: they set its capital, the rights attached to shares, the organisation of its management and supervisory bodies, and the shareholders’ decision rules.
SA articles at a glance
- Minimum capital
- €30,000, at least 25% paid up
- Shareholders
- 1 minimum
- Form of the deed
- Notarial, published in full
- Contributions in kind
- Report by an approved statutory auditor
Mandatory content
General summary based on Guichet.lu. Precise drafting is for the lawyer and the notary.
- Signatories: identity of the appearing parties or of the persons in whose name the deed is signed.
- Identification: form, name, registered office and purpose of the company.
- Capital: subscribed capital, authorised capital if any, and the amount paid up at incorporation.
- Shares: classes, attached rights, and registered, bearer or dematerialised form.
- Contributions in kind and special advantages: their description, their cause and their nature.
- Other securities: securities not representing capital and their rights, where applicable.
- Bodies: rules on appointment and powers of the management, supervisory and control bodies.
- Duration and costs: duration of the company and approximate amount of incorporation costs.
The governance choice to set in the articles
| One-tier system | Two-tier system | |
|---|---|---|
| Bodies | Board of directors | Management board and supervisory board |
| Minimum composition | 3 directors, or 1 if a sole shareholder | Supervisory board of 3 members, or 1 if a sole shareholder |
| Term of office | Up to 6 years, renewable | Up to 6 years, renewable |
| Suited to | Most medium-sized SAs | A clear separation between management and oversight |
What the 2026 reform does not change for the SA
The law of 18 May 2026 on deferred payment of capital applies to the SARL and the SARL-S. For the SA, the €30,000 capital must be fully subscribed and at least a quarter paid up at incorporation, under the rules recalled by Guichet.lu. The articles state the amount initially paid up.
How your articles are prepared
- 1
Structuring
Shareholding, share classes, governance, authorised capital: we gather the choices in a project sheet.
businessregistration.lu - 2
Drafting
A partner lawyer drafts the articles. Business Registration does not draft deeds and does not provide a template.
Partner lawyer - 3
Report on contributions in kind
If assets are contributed, an approved statutory auditor prepares the valuation report.
Approved statutory auditor - 4
Notarial deed
Signature before the notary, who files the deed with the RCS for publication in the RESA.
Notary - 5
RBE
Declaration of beneficial owners within one month.
LBR
The clauses that make the difference
The shares of an SA are in principle freely transferable. The articles may nevertheless provide restrictions, such as an approval or pre-emption clause, to keep control of the shareholding. Authorised capital allows the board of directors to increase the capital without going back to the general meeting, within the limits set. For capital, cost and formation steps, see setting up an SA in Luxembourg, and if you hesitate between two forms, SARL or SA.
Next step
Have your SA articles drafted
Articles drafted by a partner lawyer and included in our SA packages; notary and auditor fees quoted in the estimate.
Frequently asked questions
Who drafts the articles of association of an SA in Luxembourg?
At Business Registration, a partner lawyer drafts the articles of an SA and the notary executes the deed. We coordinate the file, the parties and the RCS filings, but we do not draft legal deeds ourselves and we do not offer a template of articles of association.
How much capital must be paid up at incorporation?
The €30,000 minimum capital of an SA must be fully subscribed and at least a quarter paid up at incorporation. The articles state the amount actually paid up at that time; the balance of the capital is called afterwards under the rules set out in the articles.
Can an SA have a single shareholder?
Yes. An SA can be formed by a single shareholder, an individual or a legal entity. In that case a sole director is enough in a one-tier system, or a supervisory board of one member in a two-tier system. The articles record this governance choice.
Can the articles restrict share transfers?
Yes. The shares of an SA are in principle freely transferable, but the articles may provide approval or pre-emption clauses to keep control of the shareholding. Their precise drafting is for the lawyer, according to the shareholders’ objectives and the make-up of the funding round.
Does an SA need an auditor?
Yes. An SA appoints an auditor (commissaire), or an approved statutory auditor where the size criteria set by law are exceeded. This control of the accounts is provided for in the articles, together with the rules on appointing the company’s bodies.