Buying a company in Luxembourg
Published on 10 October 2026 · Updated on 10 October 2026
In short
Before you buy an existing company in Luxembourg, check its RCS file, filed accounts, tax and social debts, contracts and business permit. The purchase is then made by transfer of shares. After the transfer, the RBE is updated within one month and, if the qualifying manager changes, a new business permit is applied for.
Four points to check first
- Annual accounts
- Filed no later than 7 months after each year end
- Business permit
- New application if the qualifying manager changes
- Good repute
- Also checked for the majority holder
- RBE
- Updated within one month of the transfer
Checks before buying
| Area | What is checked | Who |
|---|---|---|
| Public registers | RCS extract, RESA publications, consolidated articles, managers, RBE | businessregistration.lu |
| Accounts and tax | Filed accounts, debts owed to the tax authorities, returns, off-balance-sheet commitments | Independent licensed accountant |
| Legal | Articles, shareholders’ agreement, key contracts, leases, disputes, guarantees given | Partner lawyer |
| Employment | Employment contracts, CCSS contributions, commitments to employees | Licensed accountant, lawyer |
| Permits | Business permit, qualifying manager, sector-specific authorisations | businessregistration.lu |
| Office and bank | Lease or domiciliation agreement, banking relationship | businessregistration.lu, company |
The scope of the checks depends on the size of the company and the price. A company with no activity is checked faster than an SME with employees.
The steps of a purchase
- 1
Letter of intent
Indicative price, scope, timetable, access to documents, confidentiality.
Buyer, seller - 2
Checks
Review of the registers, accounts, contracts and permits, as set out in the table above.
Lawyer, licensed accountant, businessregistration.lu - 3
Transfer agreement
Price, asset and liability warranties, conditions precedent, transfer date.
Partner lawyer - 4
Share transfer
Approval by the shareholders of a SARL or the statutory formalities of an SA, then transfer of the shares.
Parties, company - 5
Follow-up formalities
RCS, RBE within one month, change of manager or directors, new business permit if needed, bank.
businessregistration.lu
What we do not do
Business Registration does not value the company and carries out neither an accounting audit nor a tax audit. We review the public registers, coordinate the work of the partner lawyer and the independent licensed accountant, and handle the formalities of the acquisition.
Buying the shares or the business
Buying the shares means taking over the company with its history: its contracts and employees, but also its debts and any past breaches. This is why the checks and the warranties negotiated in the contract matter. The alternative is to buy only the business or certain assets, using a new company: see company forms in Luxembourg.
The business permit is a sensitive point. It rests on a manager who meets the qualification and good repute conditions. If that manager leaves with the seller, the company must apply for a new permit in the successor’s name. Build this step into the timetable, or even into a condition precedent. The transfers themselves are detailed for the SARL share transfer and the SA share transfer.
Next step
Prepare a purchase
We review the target company’s registers and organise the formalities of the acquisition.
Frequently asked questions
How do I check a Luxembourg company before buying it?
Start with the RCS extract, the RESA publications and the filed annual accounts, available through the LBR website. Then ask the seller for the consolidated articles, the share register, key contracts, tax returns and the business permit. A lawyer and a licensed accountant complete the analysis.
Is the business permit transferred with the company?
It stays attached to the company, but it rests on a qualifying and reputable manager. If that manager changes, a new permit must be applied for. Good repute is also checked for the holder of the majority of the shares and for persons with significant influence.
Who is liable for debts incurred before the purchase?
The company remains liable for its debts, whoever its shareholders are. This is why the buyer negotiates asset and liability warranties with the seller and has debts owed to the authorities and third parties checked before signing.
What must be done after signing?
Make the transfer enforceable against the company, file the changes of SARL shareholders and managers with the RCS, update the RBE within one month, apply for a new business permit if needed and inform the bank.
Is buying a company with no activity worthwhile?
Rarely. An inactive company may carry unfiled accounts, debts or a lapsed permit. It is often simpler and safer to form a new company, which avoids taking over an unknown history.