Company formation in Luxembourg SARL, SARL-S and SA, with one local partner.
Company formation in Luxembourg for entrepreneurs, non-resident founders and international groups: set up an SARL, SARL-S, SA or a holding company with a coordinated route from KYC and articles to capital-payment planning, notarial signing where required, RCS/RBE filings and operational registrations. Financial Services Luxembourg SARL-S (accounting authorisation 10077274, RCS B213987) acts as your local coordination point alongside the relevant notary, bank and authorities. Request a scoped quote before incurring third-party costs.
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Company formation in Luxembourg means legally incorporating an SARL, SARL-S, SA or another eligible company under Luxembourg law. It covers the articles, share-capital subscription, a notarial deed where required, Trade and Companies Register (RCS) filing and beneficial-owner (RBE) declarations. Eligible SARL/SARL-S cash contributions may be paid later under the June 2026 reform.
Amended law of 10 August 1915 on commercial companies, especially Article 710-6 as amended by the law of 18 May 2026 (in force 2 June 2026), allowing conditional deferred payment of cash capital for SARL and SARL-S. Business permits: law of 2 September 2011. Beneficial owners: law of 13 January 2019.
Key takeaway
- Minimum subscribed capital: SARL €12,000, SA €30,000, SARL-S €1 to €12,000; eligible SARL/SARL-S cash capital can be paid within 12 months under the law effective 2 June 2026.
- A notarial deed is mandatory for capital companies; the SARL-S can be formed by private deed.
- A business permit is generally required for commercial and craft activities and certain liberal professions; forming the company alone does not permit trading.
Further reading: which structure to choose in Luxembourg, company domiciliation, opening a bank account and investor visa.
Legal forms vs tax regimes: do not confuse them
Legal form and investment or tax status are different questions. SARL, SARL-S, SA, SCA, SCS and SCSp define governance, capital and liability. A SOPARFI is an ordinary fully taxable company, usually an SARL or SA, used to hold participations; the participation exemption applies only if statutory conditions are met. An SPF follows a separate statutory private-wealth framework and eligibility restrictions.
For an operating business, first determine whether SARL, SARL-S or SA fits your shareholders and funding plan. For participations, evaluate a SOPARFI holding structure; for fund or private-wealth projects, the regulatory and tax analysis changes materially. An SCSp has no separate legal personality, unlike an SCS. These are not interchangeable products.
What does our Luxembourg company incorporation service cover?
Our company formation service coordinates the legal-form decision, KYC, drafting of the articles, capital contribution and certificate, notarial deed for SARL/SA, Trade and Companies Register (RCS) filing, RESA publication and beneficial-owner (RBE) declaration. We assess the business permit, VAT and CCSS steps separately because their applicability depends on the activity and people involved.
The detailed eight-step Luxembourg company setup guide explains the procedure; this page describes the professional service and what is included. Incorporation timing is conditional on bank due diligence, the deed and authority processing. Do not confuse the date of RCS registration with the date when a permit-dependent business may lawfully begin trading.
Which legal form: SARL, SARL-S, SA or SOPARFI?
The SARL is the common all-purpose form (EUR 12,000 minimum capital, fully subscribed). The SARL-S targets natural-person shareholders (EUR 1–12,000 capital) carrying out an eligible business-permit activity. Both can benefit from deferred payment of qualifying cash capital under the 2026 law. The SA (EUR 30,000) suits fundraising, board governance and more flexibility on shares.
A SOPARFI is not a separate company type: an SARL or SA holding participations may qualify for relevant exemptions if their legal conditions are satisfied. Foreign groups should separately assess branch versus subsidiary. A company owned by a legal entity cannot use the SARL-S form. See our structure comparison before choosing the incorporation route.
Share capital: how much do you need?
An SARL needs at least EUR 12,000 fully subscribed on incorporation. Since 2 June 2026, eligible cash contributions corresponding to the statutory minimum may be paid within up to 12 months, if permitted by the articles; share premiums, in-kind contributions and amounts above the SARL minimum remain paid up immediately. An SARL-S is restricted to natural-person shareholders and EUR 1–12,000 capital: cash contributions may likewise be deferred within the statutory period. An SA needs at least EUR 30,000 subscribed, with at least 25% paid up at incorporation.
Share capital is a subscribed company resource, not a professional incorporation fee. Under a valid SARL/SARL-S deferred-cash regime, a blocked capital account need not systematically precede incorporation; where cash is actually deposited before the deed, the notary may still require a blocking certificate. Separate capital commitments from our fees, notary/registry costs, bank charges and the registered office. Banks assess ownership and source of funds independently.
Notary, RCS and beneficial-owner register (RBE)
SARL and SA companies are incorporated by notarial deed; a SOPARFI follows the formalities of its chosen SARL or SA form. An SARL-S may be created by private deed. After incorporation, the company is filed with the RCS and the constitutive documents are published on RESA. Beneficial owners must be declared to the RBE and changes kept current, subject to the applicable filing rules.
We coordinate the partner notary, the RCS filing, publication and RBE registration, without bouncing between providers.
Business licence: who is concerned?
A Luxembourg business permit is generally required before carrying out commercial or craft activities and certain liberal professions. The authority assesses the holder's professional integrity, qualifications where required, real Luxembourg facilities and effective, permanent management; holding a permit on paper without actually managing the business is not sufficient. Check business-permit requirements before assuming a remote setup may trade immediately.
Pure passive shareholding normally does not itself require a business permit; a holding that also conducts licensable commercial services may be different. For an SARL-S, the permit must be addressed before the RCS registration. Sector-specific permissions, including CSSF authorisations where relevant, require a separate regulatory analysis.
Bank account, VAT and going operational
For an SA, and for an SARL making cash payments before signing, a capital account and deposit certificate may be required before the deed. Under the 2026 deferred-payment mechanism, eligible SARL/SARL-S cash capital can instead be paid after incorporation under the articles. Opening an operational business account remains a separate onboarding stage, never an automatic result of incorporation; the bank or eligible payment institution decides following AML/KYC review. See our bank account opening support. VAT registration with the AED and social-security registration with the CCSS depend on the actual activities and the legal status of the people involved.
We can then coordinate VAT registration, bookkeeping, annual accounts and payroll as separate services if needed. Some eligible SMEs may benefit from public support such as SME Packages, but no aid or banking approval is guaranteed. An accurate initial quote separates formation from ongoing registered-office, directorship, accounting and tax-compliance costs.
Can a non-resident or foreign-owned company be incorporated in Luxembourg?
Yes. An SARL or SA may have non-resident natural-person or corporate shareholders; there is no general requirement for the shareholders to reside in Luxembourg. An SARL-S is different: only natural persons may be shareholders, and its business-permit eligibility must be checked. A foreign group choosing between a Luxembourg subsidiary and branch should also compare legal personality, liability and filing obligations.
Non-resident ownership does not waive the need for a Luxembourg registered office, beneficial-owner declarations, source-of-funds checks or a genuinely managed local business where a business permit is required. Immigration permission to live and work in Luxembourg is a separate question from holding shares.
Can we set up the company remotely without visiting Luxembourg?
Many file-preparation, KYC and coordination steps can be handled remotely. Whether the founders must physically attend a signing depends on the chosen legal form, the notary's accepted identification and signature arrangements, and whether an appropriate power of attorney can be used. Remote incorporation should never be promised without these checks.
We coordinate the notary and the document pack for international founders, including corporate shareholder records and certified or translated documents where needed. The notarial formalities and the bank's independent onboarding rules determine the feasible remote route.
How much does company formation cost, including hidden and recurring charges?
The total setup budget has three separate components: subscribed capital (which may be unpaid at formation for eligible SARL/SARL-S cash contributions under the 2026 law), professional service fees, and external costs. External costs can include the notary, RCS/RESA filing, bank charges, the business-permit fee and document legalisation or translation. VAT on professional fees is considered separately. A headline incorporation fee is not the same as the total cash needed to launch.
Our indicative service fees start at EUR 1,500 for SARL formation excluding notary costs and EUR 2,000 for the described SARL-S service scope, excluding VAT and chargeable third-party disbursements. The formation of an SA or a holding is quoted against the chosen legal form and work involved. Compare the package content on our company formation fee schedule and request a written itemised quote before proceeding.
Which KYC and incorporation documents should founders prepare?
Founders ordinarily prepare identity and address documents for shareholders, managers and ultimate beneficial owners; the proposed name, purpose, ownership structure and Luxembourg address; and evidence explaining the source of contributed capital. If a shareholder is a foreign company, a recent registry extract, constitutional documents, ownership chain and evidence of its authorised signatory may also be needed.
For a business permit, the manager may need professional-integrity documents and proof of qualifications depending on the activity. Banks, notaries and authorities can request additional certified documents and translations. The checklist above is a starting point, not a guarantee that a file is complete.
When is a Luxembourg company incorporated, and when may it start business?
Legal incorporation, RCS registration, opening an operational bank account and obtaining permission to trade are separate milestones. Since the 2026 law, eligible deferred-cash SARL/SARL-S formation may be completed before capital is actually paid. A SARL or SA is formed through its notarial deed and subsequent registration and publication formalities; an SARL-S can use a private deed but has additional business-permit prerequisites. The estimated date of a first invoice must therefore be planned around the business activity, not just the signing appointment.
Business-permit processing is not controlled by the accounting firm. The Ministry of the Economy can take up to three months on a complete application under the applicable procedure. Bank due diligence and VAT processing also vary by case. For detailed sequences, consult the step-by-step incorporation guide.
What is handled by our firm, the notary, the bank and the authorities?
Financial Services Luxembourg handles the coordination, accounting-side formation planning, document collection, statutory filing support within its professional remit and operational registrations within the engagement scope. The notary performs reserved notarial acts; the bank or payment provider performs its own risk assessment; the RCS, Ministry of the Economy and tax authorities decide their respective formalities.
The commercial value of one coordinator is a documented hand-off at every stage: named document owner, outstanding KYC items, the next statutory milestone, the responsible external professional and a quote that shows what is included, optional or billed by third parties. No permit, account or timeline is guaranteed.
Legal forms in Luxembourg: capital, notary, legal personality
| Form | Minimum capital | Notary | Legal personality | Typical use |
|---|---|---|---|---|
| SARL | €12,000 subscribed; eligible cash may be deferred | Yes | Yes | SMEs, holding |
| SARL-S | €1 to €12,000 subscribed; cash may be deferred | Not required | Yes | Individuals, licensed activity, one per founder |
| SA | €30,000 | Yes | Yes | Governance, fundraising |
| SCA | €30,000 | Yes | Yes | Control by the general partner |
| SCS | No legal minimum | Not required | Yes | Partnership, PE/VC |
| SCSp | No legal minimum | Not required | No (no separate legal personality) | PE, VC, investment vehicle |
Sources: official texts cited on this page. Summary: Financial Services Luxembourg, licensed accountant.
Who this is for
- International entrepreneurs establishing an activity in Luxembourg
- Investors creating a holding or an acquisition vehicle
- Non-resident founders and foreign companies setting up a Luxembourg subsidiary
- Freelancers and SMEs structuring their local activity
What we do
- Choice of legal form and capital scoping
- Drafting the articles and coordinating the notary
- Planning eligible deferred capital payment or coordinating capital-account onboarding and the blocking certificate where needed
- RCS and RBE registration, RESA publication
- Business permit assessment, VAT registration and CCSS affiliation where applicable
Estimated timelines
Pricing indication
Indicative ranges, excluding 17 % Luxembourg VAT, disbursements and filing fees. Firm quote after scoping.
Full grid, terms and simulator: accounting pricing in Luxembourg.
Ready to structure your company formation?
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The process, step by step
Structure choice
Legal form (SARL, SARL-S, SA, SOPARFI), capital, governance and corporate purpose, aligned to your project and target taxation.
Articles & capital
Drafting the articles; choosing immediate payment or the legally available deferred cash-capital schedule for an SARL/SARL-S. Coordinating a bank certificate where capital is paid before signing.
Deed & registration
Notarial signing for SARL/SA (or private deed for SARL-S), RCS filing, RESA publication and RBE beneficial-owner declaration.
Permits & launch
Obtain the relevant business permit before regulated operations, complete VAT and social-security formalities where applicable and hand over to ongoing accounting.
Official sources and verification
This page is written and reviewed by Mickaël LOC, licensed accountant in Luxembourg (business permit 10077274). The rules cited can be checked with the competent authorities.
Parameters verified on
- Minimum share capital, SARL : EUR 12,000 (legal requirement, Art. 710-5 de la loi modifiée du 10 août 1915 (LSC), verified on September 17, 2026 ; previous value EUR 12,394.68 until August 22, 2016)
- Minimum share capital, SA (at least one quarter paid up) : EUR 30,000 (legal requirement, Art. 420-1 LSC, verified on September 17, 2026 ; previous value EUR 31,000 until August 22, 2016)
Frequently asked questions
What is the minimum capital for a SARL in Luxembourg?
An SARL needs EUR 12,000 minimum capital, fully subscribed at incorporation. Under the law in force since 2 June 2026, qualifying cash contributions up to the statutory minimum may be paid within 12 months if the articles provide for this; contributions in kind, premium and capital above the minimum must be paid immediately. An SA requires EUR 30,000, at least 25% paid up.
What is the SARL-S?
The SARL-S (simplified private limited company) lets you start with capital between EUR 1 and EUR 12,000. It is reserved for individuals and is a fast entry route for entrepreneurs.
Do I need a notary to form a company?
Yes for capital companies (SARL, SA, SOPARFI), whose incorporation requires a notarial deed. The SARL-S can be formed by private deed.
When is a business license mandatory?
For any regulated commercial, craft or professional activity carried out in Luxembourg. It is issued by the General Directorate for SMEs and requires the manager's qualification and good repute.
Can a foreign company be a shareholder?
Yes. Shareholders may be individuals or legal entities, resident or not. A know-your-customer (KYC) process and registration of beneficial owners in the RBE remain mandatory.
How long does it take to form a company?
About 5 business days for a SARL-S after the business licence is granted; 4 to 8 weeks for a SARL or SA once the file is complete (incorporation, RCS and RBE, licence, VAT if needed).
Do I need a Luxembourg bank account?
Not necessarily before incorporation: the 2026 reform permits qualifying SARL/SARL-S cash capital to be paid later under the articles. If capital is deposited before notarial signing, the required bank evidence is coordinated. An operational account remains subject to separate KYC and provider approval.
Can a non-resident start a company in Luxembourg?
Yes. Non-resident individuals and foreign corporate shareholders can incorporate an SARL or SA. A Luxembourg registered office and normal KYC/beneficial-owner disclosures are still required; business-permit conditions apply if the company trades.
Can I register my Luxembourg company entirely online?
Parts of the process can be handled remotely, but notarial signing, powers of attorney and bank identification depend on the specific file and service providers. Confirm the remote signing procedure before committing.
What is excluded from company formation service fees?
Share capital, third-party notary and registry charges, bank onboarding charges and ongoing registered-office, accounting, tax or directorship services may be separate. Ask for an itemised quote and read the package scope.
Is a SOPARFI a type of Luxembourg company?
No. A SOPARFI is ordinarily an SARL or SA used for holding participations. The standard legal-form requirements apply, and any participation exemption is conditional rather than automatic.
Is a business permit required before company registration?
The order depends on the vehicle and activity. The SARL-S requires a business-permit application before RCS registration. SARL and SA incorporation is distinct from the right to commence any permit-dependent business activity.
Request a quote
Reply within 24 business hours. NDA on request before any confidential document.