Transferring shares of a SARL in Luxembourg
Published on 10 October 2026 · Updated on 10 October 2026
In short
A SARL share transfer in Luxembourg is free between shareholders, unless the articles say otherwise. To a third party, it requires approval by shareholders representing at least three quarters of the capital, a threshold the articles may lower to one half. It is notified to the company, filed with the RCS, and the RBE is updated within one month.
The rules of a share transfer
- Between shareholders
- Free, unless the articles provide otherwise
- To a third party
- Approval by three quarters of the capital
- Deed
- Notarial or private deed
- UBO register (RBE)
- Updated within one month
The steps of a SARL share transfer
- 1
Review of the articles and agreement
Approval, pre-emption and lock-up clauses, tag-along rights: what applies to your transfer.
businessregistration.lu - 2
Approval of the transferee
Decision by shareholders representing at least three quarters of the capital, or one half if the articles so provide. Not needed if the transferee is already a shareholder and the articles are silent.
Shareholders - 3
Transfer deed
Price, number of shares, warranties, transfer date. Notarial deed or private deed.
Partner lawyer, parties - 4
Enforceability
Notification of the transfer to the company, or its acceptance, so that it takes effect against the company and third parties.
Transferee, management - 5
RCS filing
Update of the list of shareholders and the number of shares, within one month.
LBR - 6
UBO register update
Declaration of the new beneficial owner within one month, if control changes.
businessregistration.lu - 7
Follow-up
Change of manager, business permit, bank, depending on the transaction.
Company
The RBE at every change of control
Any transfer that crosses the threshold of 25% of the shares or voting rights, or that changes control, requires the company to update the RBE within one month. A missing, inaccurate or outdated filing exposes the company, and any beneficial owner who fails to provide their information, to a fine of EUR 1,250 to EUR 1,250,000.
Points to watch
- Refused approval. If the shareholders refuse the transferee and the seller maintains the sale, the law provides a way out, notably the buy-back of the shares by the company. The articles may specify the procedure.
- Business permit. Professional standing is checked for the manager, but also for the holder of the majority of the shares and for any person able to exercise significant influence over management. A new majority shareholder must meet these conditions. If the manager who holds the permit leaves, a new application is required: see change of manager of a SARL.
- SARL-S. The shares of a SARL-S may only be held by individuals, and a person may be a shareholder of only one SARL-S. The transferee must meet both conditions.
- Tax. The price, the seller’s capital gain and any duties linked to the deed should be reviewed with a licensed accountant or a tax adviser before signing.
Next step
Transfer SARL shares
We check the clauses, organise the approval and file with the RCS and the RBE.
Frequently asked questions
Is a notary required to transfer SARL shares?
No. In Luxembourg, a share transfer can be recorded by a notarial deed or a private deed. A notary becomes necessary if the articles must be amended on this occasion, for example to change a clause that names the shareholders.
What majority is needed to approve a new shareholder?
Shareholders representing at least three quarters of the share capital must approve a transfer to a non-shareholder. The articles may lower this threshold to one half of the shares. Between shareholders, the transfer is free unless the articles provide otherwise.
When is the transfer enforceable against the company?
After the transfer has been notified to the company or accepted by it. Until this formality is completed, the company may keep treating the seller as a shareholder, notably for meeting notices and dividends.
What is the deadline to update the RBE after a transfer?
One month from the moment the company becomes aware, or should have become aware, of the change of beneficial owner. The same one-month period applies to the RCS filing of the new share allocation.
Can you transfer only part of your shares?
Yes. The transfer may cover all or part of the shares, under the same approval conditions. The new allocation is filed with the RCS, and the RBE is updated if a beneficial owner appears or disappears.