Articles of association of a Luxembourg SARL
Published on 10 October 2026 · Updated on 10 October 2026
In short
In Luxembourg, the articles of association of a SARL are executed before a notary. They must state the founders’ identity, legal form and name, registered office, purpose, subscribed capital of at least EUR 12,000 and its allocation, contributions in kind, management rules, duration and costs. They are published in full with the RCS.
Definition
The articles of association of a SARL are the authentic constitutive deed, executed before a notary, that creates the private limited liability company, sets the relationship between its shareholders and frames the powers of management. They bind the shareholders and, once published, can be relied on against third parties.
SARL articles of association at a glance
- Form of the deed
- Notarial deed
- Minimum capital
- EUR 12,000, fully subscribed
- Shareholders
- 1 to 100, individuals or legal entities
- Publicity
- Full publication at the RCS and in the RESA
Mandatory content
List drawn from Guichet.lu, at a general level. Precise drafting is for the lawyer and the notary.
- Signatories: identity of the persons who sign the deed or on whose behalf it is signed.
- Form and name: the words “société à responsabilité limitée” or “SARL” accompany the name.
- Registered office and purpose: the municipality of the registered office and the description of the activities.
- Capital: the subscribed amount, the classes of shares and the description of contributions in kind.
- Special benefits: those granted at incorporation, and any securities not representing capital.
- Organisation: the rules on operation, administration and supervision not fixed by law.
- Duration and costs: the duration of the company and the approximate amount of incorporation costs.
Clauses the shareholders must decide on
- Payment of the capital: at incorporation or within no more than 12 months, with the terms for calling up funds.
- Approval of share transfers: by default, shareholders representing three quarters of the capital; the articles may lower this threshold to one half.
- Management: sole manager or board, signing powers, length of term and conditions for removal.
- Shareholder decisions: majorities, written consultation, and whether an annual meeting is held below 60 shareholders.
- The financial year and the allocation of profit, including the legal reserve.
Reform of 2 June 2026: a payment clause to provide for
Since the law of 18 May 2026, cash contributions to a SARL, up to EUR 12,000, may be paid within 12 months of incorporation or within a shorter period set by the articles. The founders remain jointly liable for payment and the voting rights attached to called but unpaid shares are suspended. Contributions in kind, the share premium and the part of the capital above EUR 12,000 must still be paid at incorporation.
From project to deed
- 1
Project sheet
Shareholders, shares, management, purpose, registered office and payment schedule.
businessregistration.lu - 2
Drafting the articles
A partner lawyer drafts the articles. Business Registration coordinates but does not draft deeds.
Partner lawyer - 3
Validation
Review by the shareholders, adjustment of the approval and management clauses.
Shareholders - 4
Notarial deed
Signature before a notary, in person or by proxy; the notary files the deed with the RCS.
Notary - 5
Publication and UBO register
Publication in the RESA, then declaration of beneficial owners within one month.
LBR
Articles of association and shareholders’ agreement
The articles are public: anyone can consult them at the RCS. Confidential rules between shareholders, such as a tag-along clause or an investment timetable, often belong in a shareholders’ agreement, also drafted by a lawyer. For the cost, the capital and the formation steps, see the page on forming a SARL in Luxembourg.
Next step
Have your SARL articles drafted
Articles drafted by a partner lawyer and included in our SARL packages; notary fees quoted in the estimate.
Frequently asked questions
Who drafts the articles of association of a SARL?
In our process, a partner lawyer. The notary then executes the deed and checks that it complies with the law. Business Registration prepares the file, coordinates the parties and follows the filing, but does not draft legal deeds and does not supply template articles.
Must the articles set a deadline for paying up the capital?
If the capital is not fully paid at incorporation, in practice yes: since 2 June 2026, cash contributions up to the minimum may be paid within 12 months, or within a shorter period set by the articles. The terms for calling up funds must be organised.
Can shares have different values?
Yes. According to Guichet.lu, SARL shares may have unequal values, with or without a nominal value. The articles specify the classes of shares and the rights attached to them.
Is the transfer of shares between shareholders free?
By default, yes, unless the articles restrict it. A transfer to a third party who is not a shareholder requires approval by shareholders representing at least three quarters of the capital, a threshold the articles may lower to one half.
Are the articles of association public?
Yes. The articles of a SARL are published in full in the Trade and Companies Register and in the RESA. They can only be relied on against third parties from the date of that publication.