Forming a Luxembourg subsidiary of a foreign group
Published on 10 October 2026 · Updated on 10 October 2026
In short
To set up a subsidiary in Luxembourg, the parent company forms a Luxembourg company, usually a SARL (EUR 12,000) or an SA (EUR 30,000). It supplies its documents and signs the deed before a notary; the subsidiary is then registered with the RCS, declares its beneficial owners in the RBE and obtains, if the activity requires it, a business permit.
Definition
A subsidiary is a company governed by Luxembourg law, with its own legal personality and its own capital, controlled by a parent company that holds all or part of its shares. The parent’s liability is in principle limited to its contribution.
The subsidiary at a glance
- Legal personality
- Yes, separate from the parent
- Usual forms
- SARL or SA
- Capital
- EUR 12,000 (SARL) or EUR 30,000 (SA)
- Corporate shareholder
- Possible, except in a SARL-S
SARL or SA for a subsidiary
| Criterion | SARL | SA |
|---|---|---|
| Minimum capital | EUR 12,000, payable within 12 months if in cash | EUR 30,000, at least 25% paid up |
| Securities | Shares, transfer to a third party subject to approval | Shares, in principle freely transferable |
| Management | One or more managers | Board of directors or management board |
| Audit of accounts | Depending on number of shareholders and size | Statutory auditor or approved auditor |
| Our fees | From EUR 2,999 excl. VAT | From EUR 3,999 excl. VAT |
Fees exclude third-party costs (notary, LBR, bank), recharged at cost and itemised in the quote.
Steps to set up a subsidiary
- 1
Scoping
Form, capital, management, purpose and registered office; check of the business permit.
businessregistration.lu - 2
Parent company documents
Articles, register extract, decision of the competent body and signatory’s power of attorney, apostilled and translated if needed.
Parent company - 3
KYC and account
Identification of the parent and its beneficial owners, account opening and payment of the capital.
Bank - 4
Articles and deed
Articles drafted by a partner lawyer, deed executed before a notary.
Lawyer and notary - 5
RCS, RESA, UBO register
Registration, publication and declaration of the group’s beneficial owners.
LBR - 6
Permit, VAT, CCSS
Depending on the activity, VAT registration and hiring.
Ministry of the Economy, AED, CCSS
A subsidiary must genuinely exist in Luxembourg
If the subsidiary carries on an activity subject to a business permit, it must have a fixed establishment and a manager who actually ensures day-to-day management; a mere letterbox is not enough. Transfer pricing and tax residence questions are outside our remit: they are handled with a tax adviser.
Beneficial owners of a group
Where the shareholder is a company, the subsidiary declares in the UBO register the individuals who ultimately control it, going up the ownership chain. Prepare the group chart from the start: the bank and the notary will ask for it too. See the UBO declaration and the comparison branch or subsidiary.
Next step
Form your Luxembourg subsidiary
Document list tailored to your group, written quote, notary fees itemised.
Frequently asked questions
Can a foreign company be the sole shareholder of a subsidiary?
Yes. A Luxembourg SARL or SA may have a single shareholder that is a legal entity. Only the SARL-S is closed to companies, since its shareholders must be individuals. The parent company is then represented by a person holding a power of attorney to sign the deed and vote.
Must the subsidiary’s manager live in Luxembourg?
Company law does not require it. If a business permit is required, however, the manager must actually ensure day-to-day management and show good standing.
Which documents must the parent company provide?
In general its up-to-date articles, a recent extract from its register, the decision to form the subsidiary, the signatory’s power of attorney and identification documents for its directors and beneficial owners. Foreign documents may need to be apostilled and translated.
Is a notary needed?
Yes for a SARL or an SA: the constitutive deed is executed before a notary. The parent company’s representative may sign by proxy, without travelling. The articles are drafted beforehand by a partner lawyer and notary fees are itemised in the quote.
Subsidiary or branch: which to choose?
A subsidiary ring-fences risk and gives you a full Luxembourg company. A branch is lighter but directly binds the parent company. The choice depends on the activity, the counterparties and the group’s tax position.