Selling or buying a company in Luxembourg
A sale or acquisition changes who holds the capital, and sometimes the manager and the beneficial owner. Each change has its own formality and deadline.
Published on 10 October 2026 · Updated on 10 October 2026
In short
To sell or buy a Luxembourg company, you most often transfer its shares: SARL shares or SA shares. The transfer follows the approval rules in the articles, must be made enforceable against the company, then triggers an RBE update within one month and, if the manager changes, a new business permit.
Formalities a transfer can trigger
- RBE: update within one month if the beneficial owner changes.
- RCS: filing within one month of changes of SARL shareholders or managers.
- Business permit: new application if the manager who holds the qualification changes.
- Bank: notification and update of the know-your-customer file.
Next step
Prepare a sale or an acquisition
Describe the transaction: we list the formalities, the parties involved and the deadlines.
Frequently asked questions
Do you need a notary to sell a company?
Not necessarily. A transfer of SARL shares can be recorded by notarial deed or by a private agreement, and a transfer of registered SA shares is entered in the share register. A notary is needed if the articles must be amended at the same time.
Who must declare the change to the RBE?
The company itself, within one month of learning of the change of beneficial owner. The new beneficial owner must give it the necessary information. A missing or inaccurate declaration exposes the company and the beneficial owner to a fine of €1,250 to €1,250,000.
Does the business permit stay with the company?
The permit belongs to the company, but it rests on a qualified and reputable manager. If that manager leaves with the seller, a new permit must be applied for in the successor’s name. Good repute is also checked for the holder of the majority of the shares.