Setting up a SAS in Luxembourg
Published on 10 October 2026 · Updated on 10 October 2026
In short
A Luxembourg simplified joint-stock company (SAS) is a company limited by shares with flexible articles: minimum capital of €30,000, at least a quarter paid up, and one shareholder minimum, individual or legal entity. It is run by a president and incorporated before a notary. Its articles organise governance freely and may make any share transfer subject to approval.
Definition
The SAS (société par actions simplifiée, or simplified joint-stock company) is a Luxembourg commercial company limited by shares, governed by the amended Law of 10 August 1915, whose internal organisation is set largely by its articles and whose management is entrusted to a president, with shareholders’ liability limited to their contributions.
The SAS in figures
- Minimum capital
- €30,000
- Payment at incorporation
- At least 25%
- Shareholders
- 1 minimum, no maximum
- Deed
- Notarial, articles published at the RCS
SAS or SA?
| SAS | SA | |
|---|---|---|
| Minimum capital | €30,000, a quarter paid up | €30,000, a quarter paid up |
| Management | A president, possibly one or more managing directors | Board of directors, or management board and supervisory board |
| Internal organisation | Set freely by the articles | Largely framed by law |
| Share transfers | Approval clause possible, a transfer in breach is void | Free in principle, restrictions in the articles possible |
| Best for | Closed project, few shareholders, tailor-made governance | Open shareholder base, bank, investors |
Setting up a SAS in Luxembourg
- 1
Validate the form
We check that the SAS suits your project better than a SARL or an SA.
businessregistration.lu - 2
Articles
A partner lawyer drafts the articles: powers of the president, collective decisions, approval.
Partner lawyer - 3
Capital and bank
Account opening and payment of at least a quarter of the capital; auditor’s report for a contribution in kind.
Bank and auditor - 4
Notarial deed
Signature before a notary, in person or by proxy.
Notary - 5
RCS, RESA, RBE
Registration, full publication of the articles and declaration of beneficial owners.
LBR - 6
Permit, VAT, CCSS
Depending on the activity and the hiring plan.
Ministry of the Economy, AED, CCSS
Statutory freedom requires carefully drafted articles
The SAS leaves most of the organisation to the articles: appointment and removal of the president, powers of the managing director, majorities, approval of new shareholders. Incomplete articles create deadlocks. This is why they are drafted by a partner lawyer. Our public prices cover the SARL-S, the SARL and the SA; the SAS is quoted in writing.
The president and the managing director
According to Guichet.lu, the president has the broadest powers to act on behalf of the company within its purpose. The president may or may not be a shareholder. The articles may provide for a managing director who exercises the same management powers. A legal entity may be president or managing director; it then appoints a permanent representative. The president is not personally liable for the company’s commitments.
To compare all forms, see the page on company forms in Luxembourg or the tool which legal form to choose.
Next step
Set up your SAS
Describe your project: we confirm the right form and send you a written quote.
Frequently asked questions
Does the SAS really exist in Luxembourg?
Yes. The simplified joint-stock company was introduced into Luxembourg commercial company law in the 2016 modernisation. It is used less than the SARL and the SA, but it suits projects that want tailor-made governance. Its articles, rather than the law, set most of how the company is run.
What capital does a SAS in Luxembourg need?
The minimum capital of a SAS in Luxembourg is €30,000, fully subscribed and at least a quarter paid up at incorporation. Contributions in kind are covered by a report from an approved statutory auditor. Shareholders may be individuals or legal entities, and a SAS can have just one.
Do you need a notary to set up a SAS?
Yes. The SAS is incorporated by notarial deed and its articles are published in full at the Trade and Companies Register. The articles are drafted beforehand by a partner lawyer; the notary receives the deed, checks its compliance and files it at the RCS. Shareholders may sign by proxy.
Can you set up a SAS alone?
Yes. A SAS can have a single shareholder, an individual or a legal entity, with no maximum afterwards. The sole shareholder can also be the president. The articles then provide how decisions that belong to the shareholders as a body are taken and recorded.
When should you choose a SARL rather than a SAS?
For an SME with modest capital, the SARL is often simpler: €12,000 of capital, payable within 12 months in cash since June 2026, and well-established banking practice. The SAS is justified when flexibility in the articles has real value, for example for a closed group of shareholders.