Selling your SARL or SARL-S in Luxembourg
Published on 16 October 2026 · Updated on 16 October 2026
In short
In Luxembourg, selling your SARL or SARL-S means transferring its shares to a buyer. To a third party, the transfer requires shareholder approval and a written deed, then an RCS filing and an RBE update within one month. A SARL-S can only be bought by an individual who holds no shares in another SARL-S.
What to know before selling
- Deed
- Notarial or private
- Buyer of a SARL-S
- An individual, one SARL-S only
- RCS and RBE
- Updated within one month
- Company debts
- Stay with the company after the sale
Sell, close or catch up: the right exit
| Your situation | Right exit | Why |
|---|---|---|
| Trading company: clients, contracts or staff | Assisted sale | The value lies in the business, which a buyer carries on. |
| No activity, accounts up to date, no debts | Sale as a clean company, or dissolution | A buyer may want an already registered company. Otherwise, closing costs less than keeping an idle company. |
| Late accounts or returns | Catch up first | No serious buyer takes over unknown liabilities. |
| Sole shareholder, no buyer | Dissolution without liquidation | Simpler procedure: the assets pass to the shareholder. |
| Debts larger than the assets | Neither a sale nor a voluntary liquidation | The manager must file for bankruptcy. A partner lawyer takes over. |
The assessment below tells you which exit fits your company.
How an assisted sale works
- 1
Assessment
Review of the register file: filings, publications, beneficial owners, business permit. We tell you whether the company can be sold as it stands.
businessregistration.lu - 2
Sale file
Accounts, tax and social security certificates, key contracts, lease: the documents every buyer will ask for, gathered once. Accounts and debts reviewed by an independent licensed accountant.
Seller, licensed accountant - 3
Introduction to verified buyers
Your company is never published as a listing. It is presented in confidence to buyers whose identity, source of funds and eligibility have been checked.
businessregistration.lu - 4
Deed and warranties
Transfer deed and asset and liability warranty sized to the company.
Partner lawyer, parties - 5
Formalities
Approval, enforceability, RCS and RBE within one month, change of manager, new business permit if needed.
businessregistration.lu
What we do not do
We do not value the company and carry out neither an accounting nor a tax audit. The price is negotiated between the parties and their advisers. We never sell tax losses as an asset, and we do not present a company whose only value they would be.
Points to watch
- SARL-S. A company, holding included, can never be a shareholder of a SARL-S. If the buyer wants to buy through a company, the SARL-S must first be converted into a SARL. We check each buyer’s eligibility before any introduction.
- Business permit. It stays with the company but rests on a qualified and reputable manager. If you are that manager and you leave, the buyer applies for a new permit: see change of manager.
- Debts and liability. The sale does not erase the company’s debts. The buyer will ask for a warranty, and up-to-date returns make the sale easier. A manager can be personally liable for taxes or VAT left unpaid through their fault.
- Tax losses. After a change of shareholder and of activity, the tax authorities may refuse their use as an abuse of law. They are not a price argument.
- Capital gain. If you hold more than 10 % of the shares, the gain is in principle taxed at half the global rate. Have it calculated by a licensed accountant or tax adviser before setting the price.
The transfer procedure itself is set out on the SARL share transfer page. For a business with staff and an established clientele, the public platform Businesstransfer.lu also lists businesses for sale: the two approaches complement each other.
Can your company be sold?
Three minutes to describe it. Reply within one business day with the recommended exit and a quote.
Next step
Frequently asked questions
Can you sell a SARL-S in Luxembourg?
Yes, by transferring its shares. The buyer must be an individual and cannot hold shares in another SARL-S at the time of the transfer. A company, holding included, can never become a shareholder of a SARL-S.
Do you need a notary to sell SARL shares?
No. In Luxembourg, a share transfer can be recorded by notarial deed or by private deed. A notary becomes necessary if the articles must be amended at the same time.
Can you sell a company with no activity?
Yes, if its accounts and returns are up to date and it has no debts. Its value is then limited to that of an already registered company. If no buyer comes forward, dissolution often costs less than keeping an idle company.
Are my company’s tax losses worth anything?
Do not count on them. After a change of shareholder followed by a change of activity, the tax authorities may refuse their use as an abuse of law, and the losses are then lost. We never present them as part of the price.
Who remains liable for debts after the sale?
The company itself, whoever its new shareholders are. The buyer is protected by an asset and liability warranty. The manager can also be personally liable for taxes or VAT left unpaid through their fault.
How long does a sale take?
Once the deed is signed, the RCS and RBE are updated within one month. The real timeline mostly depends on the time needed to find a buyer and, if the manager changes, on the new business permit.