Transferring shares of an SA in Luxembourg
Published on 10 October 2026 · Updated on 10 October 2026
In short
A share transfer in a Luxembourg SA is in principle free, subject to the articles or a shareholders’ agreement. For registered shares, it takes effect against the company through a transfer declaration entered in the share register, or by notification to the company. The RBE is updated within one month if the beneficial owner changes.
The rules of a share transfer
- Principle
- Freely transferable shares
- Registered shares
- Transfer entered in the register kept at the registered office
- Bearer shares
- Deposited with an authorised depositary
- RBE
- Update within one month
Transferring SA shares or SARL shares
| SA shares | SARL shares | |
|---|---|---|
| Principle | Free transferability | Three-quarters approval for a third party |
| Restrictions | Possible through articles or agreement | Set by law, adjustable in the articles |
| Effect against the company | Entry in the share register or notification | Notification to, or acceptance by, the company |
| RBE | Update within one month | Update within one month |
The steps of a share transfer
- 1
Reading the articles and the agreement
Approval, pre-emption, lock-up or tag-along clauses. Complying with them conditions the validity of the transfer against the company.
businessregistration.lu, partner lawyer - 2
Transfer agreement
Number of shares, price, warranties, conditions precedent, transfer date.
Partner lawyer, parties - 3
Preliminary formalities
Approval by the board or the general meeting and clearance of pre-emption rights, if the articles provide for them.
Board of directors, shareholders - 4
Transfer of the shares
Registered: dated and signed transfer declaration in the share register. Bearer: update with the depositary. Dematerialised: account-to-account transfer.
Company, depositary - 5
RBE update
Declaration of the new beneficial owner within one month, if control changes.
businessregistration.lu - 6
Follow-up
Appointment of directors, business permit, notification of the bank.
Company
What the share register does not replace
The share register, kept at the registered office, establishes ownership of registered shares. It does not replace the RBE: each change of beneficial owner must be declared separately within one month, on pain of a fine of €1,250 to €1,250,000. A poorly kept register is also a frequent cause of blockage during a bank review.
Special cases
Shares not fully paid up. Shares remain registered as long as they are not fully paid up. The agreement must state who bears the outstanding capital calls.
Change of control and business permit. Professional good repute is checked for the manager, for the holder of the majority of the capital and for anyone able to exercise significant influence. A new majority shareholder must therefore meet these conditions, and the departure of the qualified manager requires an amendment of the business permit.
Directors. A transfer is often accompanied by a renewal of the board, covered on our page on appointing a director of an SA.
Next step
Transfer shares of an SA
We review the clauses, keep the register up to date and declare to the RBE.
Frequently asked questions
Do you need a notary to transfer shares of an SA?
Not as a rule. A transfer of registered shares is enforceable against the company through a transfer declaration entered in the share register, or by notification to the company. A notary is needed if an amendment of the articles accompanies the transaction. A transfer agreement remains advisable.
Can the articles restrict the transfer of shares?
Yes. The articles or a shareholders’ agreement can provide for approval, pre-emption or temporary lock-up clauses. A transfer that does not respect them may not be enforceable against the company. They must be read before the agreement is signed. We analyse them at the outset.
How do you transfer bearer shares?
In Luxembourg, bearer shares must be deposited with an authorised depositary. The transfer must therefore be passed on to that depositary, which keeps the register of bearer shares, in addition to the agreement between the parties. We coordinate this step.
Does a share transfer appear at the RCS?
Ownership of the shares is established by the share register kept at the registered office, not by the RCS. Special cases, such as an SA becoming single-shareholder, are checked case by case. Changes of directors are however filed with the RCS within one month, and the RBE must be updated if the beneficial owner changes.
Who updates the RBE?
The company, within one month of learning of the change. The buyer who becomes the beneficial owner must give it their information. We prepare and file the declaration through the LBR. The period runs from the moment the company learns of the change, or should have learned of it.