The notary’s role in forming a Luxembourg company
Published on 10 October 2026 · Updated on 10 October 2026
In short
A notary for company formation in Luxembourg is mandatory for an SA, SARL, SCA or SE: the notary receives the deed, checks the documents and the capital, then files the articles with the RCS. A SARL-S is formed without a notary. A manager who has lived in Luxembourg for under 10 years also needs a notary for a non-bankruptcy declaration.
The notary at a glance
- Notarial deed required
- SA, SARL, SCA, SE
- No notary needed
- SARL-S, SCS, SCSp, SENC
- Choice of notary
- Free
- Non-bankruptcy
- From EUR 200 excl. VAT
When do you need a notary?
| Situation | Notary | Why |
|---|---|---|
| Forming a SARL or an SA | Mandatory | The articles are received in an authentic deed. |
| Forming a SARL-S | No | A private deed is permitted by law. |
| Manager resident for under 10 years or non-resident | Yes, for any form | Notarised non-bankruptcy declaration for the business permit. |
| Amending the articles of a SARL or an SA | In principle yes | A deed amending notarised articles follows the same form. |
Partnerships may use a notary if they wish; it is not an obligation.
What the notary does, and who does what
- 1
Draft articles
Drafted by a partner lawyer, reviewed by the notary who puts them into deed form.
Lawyer, notary - 2
Document checks
Identity of the parties, powers of attorney, blocking certificate or payment terms, permits.
Notary - 3
Signing
At the notary’s office, or by notarised power of attorney and, if needed, apostille.
Shareholders - 4
Registration
Presentation of the deed to the AED and payment of the registration duty.
Notary - 5
RCS and RESA
Filing of the deed, registration of the company and publication.
Notary, LBR - 6
Rest of the file
RBE, permit, VAT and CCSS: we take over again.
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The non-bankruptcy declaration, often forgotten
The business permit requires the manager to be of good repute. If the manager has lived in Luxembourg for under 10 years or lives abroad, they sign a non-bankruptcy declaration before a notary and provide criminal record extracts from each country of residence over the last 10 years. This declaration is requested whatever the form, SARL-S and sole trader included. Allow notary fees from EUR 200 excl. VAT.
Notary fees: what is included and what is not
Deed fees depend on the capital and the content of the deed. They come on top of the registration duty and the LBR filing fees. Business Registration never includes them in its fees: they are quoted separately and rebilled at actual cost.
In the Essential package, you book the notary of your choice on the basis of the articles we deliver. In the End-to-end package, we organise the appointment, the deed and the signing, as well as the non-bankruptcy declaration. The detail is on our Luxembourg company formation prices page.
To find out whether your project requires a notarial deed, see also the guide is a notary required to form a company in Luxembourg.
Next step
Organise your visit to the notary
Articles ready, documents checked, fees quoted before signing.
Frequently asked questions
Do you need a notary to form a SARL-S?
Not for the deed of incorporation: a SARL-S is formed by private deed. However, if the manager has lived in Luxembourg for under 10 years or lives abroad, the non-bankruptcy declaration required for the business permit is signed before a notary.
Can the deed be signed remotely?
Yes, by power of attorney. The attorney signs for you before the notary. The power of attorney is generally notarised and, if signed abroad, apostilled depending on the country. The notary states the format accepted before the appointment, and we prepare the power of attorney template.
Who chooses the notary?
The choice of notary is free. We work with firms used to company formations, but you can use your own notary. We then send the draft articles and the documents and follow the file through to registration.
Does the notary draft the articles?
The notary can, and always finalises them as a deed. At Business Registration, the draft is written by a partner lawyer based on your project, then handed to the notary. Clauses between shareholders that need not be published belong in a shareholders’ agreement.
How much does the non-bankruptcy declaration cost?
From EUR 200 excl. VAT in notary fees. It is included in the End-to-end package and offered as an option in the Essential package. The manager signs in person or, depending on the notary, by power of attorney; they also provide their criminal record extracts.