Articles of association of a SARL-S in Luxembourg
Published on 10 October 2026 · Updated on 10 October 2026
In short
In Luxembourg, the articles of association of a SARL-S are signed by private deed, without a notary. They set out the shareholders’ identity, the name with the mention SARL-S, the registered office, the corporate purpose, capital from EUR 1 to EUR 11,999, its allocation and the management. They are filed with the RCS no later than one month after signing.
Definition
The articles of association of a SARL-S are the written founding document that creates the simplified private limited liability company, sets its operating rules and binds its shareholders, all of whom are individuals. They are published in full in the Trade and Companies Register.
SARL-S articles at a glance
- Form of the deed
- Private deed, no notary
- Capital to state
- EUR 1 to EUR 11,999, fully subscribed
- Shareholders and managers
- Individuals only
- RCS filing
- No later than one month after signing
The clauses the articles must cover
- Identity of the signatories: each founding shareholder, an individual, with full contact details.
- Form and name: the company name followed by “société à responsabilité limitée simplifiée” or “SARL-S”.
- Registered office: the municipality of the registered office in Luxembourg.
- Corporate purpose: the activities, consistent with the business permit applied for.
- Capital and shares: the subscribed amount, the number of shares, their allocation and, where applicable, contributions in kind.
- Payment of capital: the deadline and procedure for calling cash contributions, since the 2026 reform.
- Management: appointment, term and powers of the manager or managers, who are individuals.
- Operation: shareholder decisions, share transfers, financial year, allocation of profit, duration and incorporation costs.
The 2 June 2026 reform: what changes in the articles
The law of 18 May 2026, in force on 2 June 2026, allows cash contributions to a SARL-S to be paid in within 12 months of incorporation, or within a shorter period set by the articles. The capital remains fully subscribed from signing, the founders are jointly liable for payment and the voting rights attached to shares that have been called but not paid are suspended. The articles must therefore provide for the calling of funds.
How your articles are prepared
- 1
Gathering information
Shareholders, share allocation, management, activity and registered office address: we prepare the project sheet.
businessregistration.lu - 2
Drafting
A partner lawyer drafts the articles from this sheet. Business Registration does not draft legal documents.
Partner lawyer - 3
Review and signature
The shareholders approve the draft, then sign by private deed, remotely if needed.
Shareholders - 4
Filing and publication
Electronic filing with the RCS, publication in the RESA and beneficial owner declaration to the RBE.
LBR
The points worth real thought
SARL-S articles remain short, but three choices weigh on what follows. The first is the corporate purpose: too narrow, and it blocks a new activity; too broad, and it complicates the business permit review. The second is the approval clause: it governs the entry of a new shareholder, who must also be an individual and hold no other SARL-S. The third is the schedule for paying in the capital, which must now be set out in black and white.
For an overview of the legal form, its conditions and our packages, see the page set up a SARL-S in Luxembourg. To adapt existing articles, see amending a company’s articles.
Next step
Have your SARL-S articles drafted
Articles drafted by a partner lawyer, included in both our SARL-S packages.
Frequently asked questions
Do you need a notary for SARL-S articles of association?
No. In Luxembourg, the articles of a SARL-S are signed by private deed. A notary does not take part in the incorporation. A notary may however be needed for the declaration of no bankruptcy required from some managers in the business permit file.
Can I use an articles of association template found online?
It is legally possible, but risky. A template takes into account neither the June 2026 reform on paying in capital, nor your corporate purpose, nor your rules between shareholders. This is why our articles are drafted by a partner lawyer, from your actual project.
Can a company be a shareholder or manager of a SARL-S?
No. Both the shareholders and the managers of a SARL-S must be individuals. To bring a company into the capital, you need to form a SARL or convert the SARL-S into a SARL.
Do the articles have to state the capital on business documents?
The articles set the capital. On invoices and letters, the law mainly requires the company name, the SARL-S mention, the registered office and the RCS number; stating the capital is no longer compulsory there according to Guichet.lu.
Can the articles of a SARL-S be amended later?
Yes, by a shareholder decision under the conditions set by the law and the articles. The amendment is filed with the RCS and published in the RESA. If the capital exceeds EUR 11,999, the company must convert into a SARL.