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Private limited company

How to form a SARL in Luxembourg

The SARL is the form most used by Luxembourg small and medium businesses: limited liability, simple governance, open to individual and corporate shareholders. It is formed before a notary with share capital of €12,000.

  • Share capital of €12,000, payable in cash within 12 months since June 2026
  • 1 to 100 shareholders, individuals or companies
  • One or more managers, shareholders or not

Published on 10 October 2026 · Updated on 10 October 2026

SARL · our fees

Essential formation

We form the company. You handle the bank, the signing and the address.

€2,999 excl. VAT

End-to-end formation

We handle everything, from choosing the form to a company ready to invoice.

€4,899 excl. VAT

Third-party fees at cost. 17% VAT.

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Definition

The SARL (private limited company) is the most common Luxembourg commercial company: 1 to 100 shareholders, individuals or companies, minimum share capital of €12,000 fully subscribed, articles executed by a notary and liability limited to contributions.

In short

To incorporate a SARL in Luxembourg, you subscribe share capital of €12,000, have the articles executed before a notary, then register the company with the RCS and declare its beneficial owners to the RBE within one month. Since 2 June 2026, cash contributions can be paid up within 12 months.

The SARL in figures

Share capital
€12,000 minimum
Payment
Within 12 months in cash
Shareholders
1 to 100
Deed
Notarial

Reform of 2 June 2026: deferred payment of capital

The law of 18 May 2026 allows cash contributions, up to the €12,000 minimum, to be paid up within 12 months of incorporation. Capital must still be fully subscribed in the deed, founding shareholders remain jointly liable for payment, and voting rights attached to shares called but unpaid are suspended. The articles must set out how calls are made.

What our two SARL packages include

Essential formation

We form the company. You handle the bank, the signing and the address.

€2,999 excl. VAT

17% VAT. Third-party fees at cost.

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For a simple project when you already have an address and a bank.

  • Legal form advice and detailed quote
  • Articles of association
  • Registration of the deed
  • RCS registration and RESA publication
  • Beneficial owner declaration (RBE)
  • Online tracking space
  • Assistance guarantee

The detail, line by line · SARL

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 doneEssential formationEnd-to-end formationThird-party fees (at cost)
Legal form advice and detailed quoteIncludedIncludedNone
Articles of associationDrafted by a partner lawyer.IncludedIncludedNone
Registration of the deedIncludedIncludedRegistration duty paid to the AED
RCS registration and RESA publicationIncludedIncludedLBR filing fees
Beneficial owner declaration (RBE)IncludedIncludedLBR fee: EUR 15 excl. VAT (RBE tariff)
Online tracking spaceIncludedIncludedNone
Assistance guaranteeFile rejected: reply to the authority’s letter at no charge.IncludedIncludedNone
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 youIncludedNotary 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.OptionalIncludedNotary, from EUR 200 excl. VAT
Business permit (autorisation d’établissement)If your activity requires one. We check this first.OptionalIncludedEUR 50 chancery fee
VAT registrationOptionalIncludedNone
CCSS social security registrationOptionalIncludedNone
Business bank account and capital depositIn End-to-end, file prepared and followed by us. The bank makes the decision.Handled by youIncludedThe 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.IntroductionIntroductionDomiciliation law firm’s fees
Dedicated officeIntroduction to an office, never included in the price. It is the physical establishment most permitted activities require.IntroductionIntroductionOffice 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.IntroductionIntroductionDirector’s fees, on quote
First-year accountingWith a licensed accountant (comptable autorisé) independent of Business Registration.IntroductionIntroductionAccountant’s fees

Share capital: EUR 12,000, payable within 12 months. Capital is not a cost: it stays with the company, in its account.

The steps to set up a SARL

  1. 1

    Diagnosis

    Activity, shareholders, management, split of shares: we set the scope and the quote.

    businessregistration.lu
  2. 2

    Account and capital

    Opening the account and paying in the capital, at incorporation or within 12 months depending on the articles.

    Bank
  3. 3

    Articles

    Drafted by a partner lawyer, approved by the shareholders.

    Lawyer
  4. 4

    Notarial deed

    Signature before a notary, in person or by proxy.

    Notary
  5. 5

    RCS, RESA, RBE

    Registration, publication and declaration of beneficial owners.

    LBR
  6. 6

    Permit, VAT, CCSS

    Depending on the activity and hiring plans.

    Ministry, AED, CCSS

Points to watch

  • The manager holding the business permit must meet the qualification and good repute conditions.
  • Transfers of shares to third parties require the approval of shareholders representing at least three quarters of the capital, unless the articles provide otherwise.
  • A legal reserve of 5% of annual profit is built up until it reaches 10% of the capital.
  • Annual accounts are filed each year with the RCS, with the help of an independent licensed accountant.

Set up your SARL

Written quote, notary fees itemised, timeline broken down.

Frequently asked questions

What share capital is needed for a SARL in Luxembourg?

€12,000 at least, fully subscribed at incorporation. Since the law of 18 May 2026, in force on 2 June 2026, cash contributions up to this minimum can be paid up within 12 months, or a shorter period set by the articles. Contributions in kind, share premium and any amount above €12,000 remain payable at incorporation.

Can you set up a SARL alone?

Yes, a SARL can have a single shareholder, an individual or a company.

Must the manager live in Luxembourg?

No, the law does not require it. However, the business permit requires a manager who is genuinely involved in running the business and physical premises in Luxembourg.

How much are notary fees?

They depend on the capital and the content of the deed. They are itemised in your quote and re-invoiced at actual cost, with no margin.

Is an auditor required?

A SARL with more than 60 shareholders must appoint an auditor (commissaire). Above certain size thresholds, an approved statutory auditor (réviseur d’entreprises agréé) is required. Most new SARLs are not subject to this.

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