Form a company in Luxembourg, with no hand-offs between providers.
Forming a company in Luxembourg means choosing a legal form, contributing the share capital, signing a notarial deed for capital companies, then registering with the RCS and, where needed, obtaining the business license and VAT number. We orchestrate the whole process through a single point of contact.
Company formation in Luxembourg is the process of incorporating a Luxembourg legal entity (SARL, SARL-S, SA, SOPARFI) governed by the amended law of 10 August 1915. It combines drafting the articles, depositing the capital, a notarial deed for capital companies, registration with the Trade and Companies Register (RCS) and entry in the register of beneficial owners (RBE).
Reviewed by Mickaël LOCManaging Director · Licensed accountant 10077274 · Updated 2026ProfileLinkedIn
Legal basis
Amended law of 10 August 1915 on commercial companies. Business license governed by the law of 2 September 2011 (right of establishment). Register of beneficial owners: law of 13 January 2019.
Key takeaway
Minimum capital: SARL €12,000, SA €30,000, SARL-S from €1 to €12,000 (individuals).
A notarial deed is mandatory for capital companies; the SARL-S can be formed by private deed.
A business license is only required for regulated commercial, craft or professional activities.
Legal forms vs tax regimes: do not confuse them
Two distinct notions are often wrongly conflated. The legal form (SARL, SARL-S, SA, SCA, SCS, SCSp) defines the structure, liability and governance. A regime or label (SOPARFI, SPF) is a tax qualification or framework applied to an existing capital company, not a form in itself.
In concrete terms: a SOPARFI is a SARL or SA whose purpose is holding participations (participation-exemption regime); an SPF is a vehicle dedicated to private wealth management (2007 law) with a restricted investor base; fund vehicles (RAIF, SIF, SICAR) fall under specific product frameworks. The SCSp has no separate legal personality, unlike the SCS. Choosing the right form-plus-regime combination is the first structuring decision.
How to create a company in Luxembourg in 2026?
Forming a company in Luxembourg follows a clear sequence: choose the legal form, set and deposit the capital, draft the articles, sign before a notary for capital companies, register with the Trade and Companies Register (RCS), record beneficial owners in the RBE, then obtain, where the activity requires it, the business licence, the VAT number and social-security (CCSS) affiliation.
In practice, allow about 5 business days for a SARL-S after the business licence is granted, and 4 to 8 weeks for a SARL or SA once the file is complete (KYC, capital, notarial deed, RCS and RBE, then VAT if needed). We orchestrate every step with a single point of contact, from choosing the form to the first set of accounts.
Which legal form: SARL, SARL-S, SA or SOPARFI?
The SARL is the most common all-purpose form (EUR 12,000 capital). The SARL-S targets individuals starting with reduced capital (EUR 1–12,000) for a licensed activity. The SA (EUR 30,000) suits fundraising, board governance and more flexibility on shares.
The SOPARFI is not a separate form: it is a SARL or SA whose purpose is holding and financing participations, benefiting from the participation-exemption regime. The right vehicle depends on your objective, profile and target taxation, our structure simulator guides you in three questions.
Share capital: how much do you need?
Minimum capital is EUR 12,000 for a SARL (fully paid up), EUR 30,000 for an SA (paid up by at least 25%), and EUR 1–12,000 for a SARL-S. Capital is deposited in a blocked account, which issues the bank certificate required for the deed.
Beyond the legal minimum, the capital level signals credibility to banks and partners: appropriate capital eases account opening, credit and the structure's standing.
Notary, RCS and beneficial-owner register (RBE)
Capital companies (SARL, SA, SOPARFI) are incorporated by notarial deed; the SARL-S can be formed by private deed. The company is then registered with the RCS and the deed published on RESA. Every company must declare its beneficial owners to the RBE (law of 13 January 2019), updating on any change.
We coordinate the partner notary, the RCS filing, publication and RBE registration, without bouncing between providers.
Business licence: who is concerned?
The business licence (law of 2 September 2011) is required for any regulated commercial, craft or professional activity. It is issued by the General Directorate for SMEs and requires the manager's professional qualification and good repute, plus a stable establishment in Luxembourg.
Pure holding activities (holding, SOPARFI) are in principle not subject to it. We determine your obligation and prepare the file where needed.
Bank account, VAT and going operational
A capital account is needed to block the contributions; we support opening with a Luxembourg bank or an authorised payment institution. VAT registration is done with the AED depending on the threshold and the nature of the activity; CCSS affiliation covers directors and employees.
Once these steps are completed, accounting begins: LuxGAAP bookkeeping, VAT returns, payroll and preparation of the first set of accounts.
Legal forms in Luxembourg: capital, notary, legal personality
Form
Minimum capital
Notary
Legal personality
Typical use
SARL
€12,000
Yes
Yes
SMEs, holding
SARL-S
€1 to €12,000
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
Who this is for
International entrepreneurs establishing an activity in Luxembourg
Investors creating a holding or an acquisition vehicle
Foreign companies opening a European 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
Opening the capital account and blocking certificate
RCS and RBE registration, RESA publication
Business license, VAT registration and CCSS affiliation
A free first call within 24 hours, with a dedicated contact. NDA from first contact.
Legal form (SARL, SARL-S, SA, SOPARFI), capital, governance and corporate purpose, aligned to your project and target taxation.
02
Articles & capital
Drafting the articles, opening the blocked capital account and obtaining the bank certificate.
03
Deed & registration
Notarial deed (capital companies), RCS registration, RBE entry and publication.
04
Licenses & launch
Business license if a commercial activity, VAT number, CCSS affiliation and accounting start-up.
FAQ
Frequently asked questions
What is the minimum capital for a SARL in Luxembourg?
The minimum share capital of a SARL is EUR 12,000, fully paid up on incorporation. An SA requires EUR 30,000, paid up by at least 25%.
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?
A capital account is required to block the contributions and obtain the bank certificate. We support the opening with a Luxembourg bank or an authorised payment institution.
