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. Incorporation from EUR 2,000 excl. VAT, notary coordination, RCS and RBE included; the signing date depends on the complete file and notary availability.
Reply within 24 h · NDA on request before any confidential document
The SA (société anonyme) is a Luxembourg capital company whose minimum subscribed capital is EUR 30,000, at least 25% paid up at incorporation. Its capital is divided into freely transferable shares. It may have a single shareholder and be governed under a one-tier or two-tier structure.
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. For an SA, at least 25% must be paid up at incorporation, 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 (see choosing a notary in Luxembourg), 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 accountant.
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 17 % Luxembourg VAT, disbursements and filing fees. Firm quote after scoping.
Full grid, terms and simulator: accounting pricing in Luxembourg.
Ready to structure your sa incorporation?
First reply within 24 working hours, from a named adviser. Firm quote within 48 working hours once the scope is defined. NDA on request before any confidential document.
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.
Official sources and verification
This page is published under the editorial responsibility of Mickaël LOC for Financial Services Luxembourg (business permit 10077274). The rules cited should be checked against competent authorities and the circumstances of the case.
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 capital is needed to set up an SA in Luxembourg?
The SA has a minimum subscribed capital of EUR 30,000, of which at least 25% must be paid up at incorporation. The balance can be called later, while a SARL may defer eligible cash contributions under the 2026 reform.
SA or SARL: which to choose?
The SARL suits SMEs, holdings and small circles of partners (capital EUR 12,000, shares subject to approval). The SA suits capital-intensive projects, multiple investors, fundraising and listings (capital EUR 30,000, freely transferable shares). We decide based on your objective.
Can an SA have a single shareholder?
Yes. The SA can be incorporated and operate with a single shareholder. In that case, a sole director is allowed instead of a full board of directors.
Does an SA need a statutory auditor?
Yes. The SA requires a statutory auditor (commissaire aux comptes) to audit the accounts. Above certain size thresholds (balance sheet, turnover, headcount), appointing an approved auditor (réviseur d'entreprises agréé) becomes mandatory.
Are SA shares freely transferable?
Yes. The capital of an SA is divided into freely transferable shares, which facilitates fundraising and the entry or exit of investors, unlike SARL shares subject to the approval of shareholders.
How much does it cost to set up an SA?
Setting up an SA starts at EUR 2,000 one-off, excluding notary and capital costs. Accounting and filings start at EUR 250 excl. VAT/month, secretarial and governance on quote. Firm quote within 48 h.
Request a quote: SA incorporation
First reply within 24 working hours, from a named adviser. NDA on request before any confidential document.