Set up an SA in Luxembourg: the public limited company.
The SA (société anonyme, a public limited company) is the Luxembourg form for capital-intensive ventures: minimum subscribed capital of EUR 30,000, at least 25% paid up at incorporation, capital divided into freely transferable shares and the option of a single shareholder. It suits fundraising, multiple investors and listings. We incorporate it and handle its governance, accounting and compliance.
The SA (société anonyme) is a Luxembourg capital company governed by the amended law of 10 August 1915 on commercial companies. Its minimum subscribed capital is EUR 30,000, of which at least 25% must be paid up at incorporation. The capital is divided into freely transferable shares. It may have a single shareholder and is governed by a board of directors (one-tier structure) or by a management board and a supervisory board (two-tier structure). It requires a statutory auditor (commissaire aux comptes), or an approved auditor (réviseur d'entreprises agréé) above the thresholds.
Amended law of 10 August 1915 on commercial companies. Minimum subscribed capital EUR 30,000, at least 25% paid up at incorporation. Incorporation by notarial deed, registration with the Trade and Companies Register (RCS) and entry in the register of beneficial owners (RBE).
Key takeaway
- The SA has a minimum subscribed capital of EUR 30,000, at least 25% paid up at incorporation.
- The capital is divided into freely transferable shares; a single shareholder is possible.
- It is governed by a board of directors (one-tier) or a management board + supervisory board (two-tier).
- It requires a statutory auditor, or an approved auditor (réviseur d'entreprises agréé) above the legal thresholds.
What is an SA in Luxembourg?
The SA (société anonyme) is a capital company whose capital is divided into freely transferable shares. It is the preferred form for ventures with high capital needs, multiple shareholders, or those aiming for a fundraise or a listing.
Its minimum subscribed capital is EUR 30,000, at least 25% paid up at incorporation. The SA may have a single shareholder and offers structured governance, which reassures investors and partners.
Capital, shares and paying up
The minimum subscribed capital is EUR 30,000. Unlike the SARL, it need not be fully paid up at incorporation: at least 25% must be, with the balance callable later. Contributions may be in cash or in kind, a contribution in kind being subject to a valuation report.
The capital is divided into freely transferable shares, which facilitates the entry and exit of investors, fundraising and the circulation of securities, unlike SARL shares subject to approval.
Governance: one-tier or two-tier
The SA may adopt a one-tier structure, with a board of directors (a sole director is allowed where there is a single shareholder), or a two-tier structure, with a management board responsible for management and a supervisory board responsible for control.
Audit of the accounts is entrusted to a statutory auditor (commissaire aux comptes); above certain size thresholds, an approved auditor (réviseur d'entreprises agréé) becomes mandatory. We set up the governance suited to your shareholding and stage of development.
SA or SARL: how to decide?
Choose the SARL for an SME project, a holding or a small circle of partners wanting to control the entry of third parties (capital EUR 12,000, shares subject to approval). Choose the SA for a more capital-intensive project, multiple investors, a fundraise or a listing (capital EUR 30,000, freely transferable shares).
We compare the two forms against your shareholding, financing needs and governance before incorporating.
Incorporating and operating your SA
Incorporation involves drafting the articles, depositing capital (at least 25% paid up), the notarial deed, RCS registration and RBE entry, then setting up governance and appointing the statutory auditor.
Then comes operation: LuxGAAP accounting, annual accounts filed with the RCS, tax filings and corporate secretarial work (boards, meetings). We handle the full chain as a licensed fiduciary.
Who this is for
- Capital-intensive ventures and companies with multiple shareholders
- Companies preparing a fundraise or a listing
- Groups structuring a parent company or a large SOPARFI
- Investors wanting freely transferable securities
What we do
- Form choice (SA, SARL or two-tier structure) based on your project
- Drafting articles, depositing capital and coordinating the notary
- RCS registration and RBE entry
- Governance set-up and appointment of the statutory auditor
- LuxGAAP bookkeeping, annual accounts and tax filings
Estimated timelines
Pricing indication
Indicative ranges, excluding disbursements and taxes. Firm quote after scoping.
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Preparation checklist
Get the list of documents and steps to start without friction.
The process, step by step
Scoping
Corporate purpose, shareholding, governance (one-tier or two-tier), capital and paying up. AML / KYC checks.
Incorporation
Drafting the articles, depositing capital (at least 25% paid up), notarial deed, RCS registration and RBE entry.
Governance
Setting up the board of directors or the management board and supervisory board, appointing the statutory auditor.
Operation
Bookkeeping, annual accounts, tax filings and ongoing corporate secretarial work.
Frequently asked questions
What capital is needed to set up an SA in Luxembourg?
SA or SARL: which to choose?
Can an SA have a single shareholder?
Does an SA need a statutory auditor?
Are SA shares freely transferable?
How much does it cost to set up an SA?
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