Set up a SARL in Luxembourg: the private limited liability company.
The SARL (société à responsabilité limitée, a private limited liability company) is the most common company form in Luxembourg: minimum capital of EUR 12,000 fully paid up, liability limited to contributions, 1 to 100 shareholders and shares (parts sociales) that are not freely transferable to third parties. It suits SMEs, holdings and family projects. We incorporate it end to end and handle its accounting and compliance.
The SARL is a Luxembourg capital company governed by the amended law of 10 August 1915 on commercial companies. Its minimum capital is EUR 12,000, fully subscribed and paid up at incorporation. It has 1 to 100 shareholders whose liability is limited to their contributions, and its capital is divided into shares (parts sociales) that can only be transferred to third parties with the approval of the shareholders. It is managed by one or more managers (gérants).
Amended law of 10 August 1915 on commercial companies. Minimum capital EUR 12,000, fully subscribed and paid up. Incorporation by notarial deed, registration with the Trade and Companies Register (RCS) and entry in the register of beneficial owners (RBE).
Key takeaway
- The SARL is the most common form in Luxembourg: minimum capital EUR 12,000, fully paid up at incorporation.
- Shareholders' liability is limited to their contributions; 1 to 100 shareholders are allowed.
- Shares are not freely transferable to third parties: approval of the shareholders is required.
- The SARL-S variant (capital EUR 1 to 11,999, individuals only) allows a low-cost start, under conditions.
What is a SARL in Luxembourg?
The SARL (société à responsabilité limitée) is a capital company in which shareholders' liability is limited to their contributions. It is the most used form in Luxembourg, both to run a business and to hold participations (a SOPARFI is often set up as a SARL).
Its minimum capital is EUR 12,000, fully subscribed and paid up at incorporation. It has 1 to 100 shareholders and is managed by one or more managers. Its flexibility and measured cost make it the default choice for most projects.
Capital, shareholders and shares
The minimum share capital is EUR 12,000, which must be fully subscribed and entirely paid up at the time of incorporation. Capital may be contributed in cash or in kind; a contribution in kind may require a valuation.
The SARL has 1 to 100 shareholders. The shares are not freely transferable: their transfer to third parties requires the approval of shareholders representing at least three quarters of the capital, allowing control over the entry of new shareholders, unlike the shares of an SA.
Management and governance
The SARL is run by one or more managers, who may or may not be shareholders, appointed by the shareholders. Ordinary decisions fall to the management; major decisions (amending the articles, increasing capital, transferring shares) fall to the shareholders' meeting under the majorities set by law and the articles.
For a commercial, craft or liberal activity, a business licence is required and assumes a manager with the necessary qualification and good standing. We frame governance and qualification from incorporation.
The SARL-S, a simplified variant
The SARL-S (simplified private limited liability company) allows a start with capital between EUR 1 and EUR 11,999. It is reserved for individuals and requires a business licence for a commercial, craft or liberal activity.
It is a stepping stone for founders on a limited budget; beyond a certain growth, moving to a standard SARL (capital EUR 12,000) is common. We compare SARL and SARL-S based on your profile and activity.
Incorporating and operating your SARL
Incorporation involves drafting the articles, depositing capital in a blocked account, the notarial deed, RCS registration and RBE entry, then activation (business licence, VAT, operating bank account).
Then comes operation: LuxGAAP accounting, annual accounts filed with the RCS, tax filings and corporate secretarial work. We handle the full chain, with a single point of contact, as a licensed fiduciary.
Who this is for
- Entrepreneurs and SMEs setting up an operating company in Luxembourg
- Groups forming a holding or subsidiary (a SOPARFI is often a SARL)
- Family projects and partners wanting to control the entry of third parties
- Foreign investors seeking a flexible, well-recognised form
What we do
- Form choice (SARL, SARL-S or SA) based on your project
- Drafting articles, depositing capital and coordinating the notary
- RCS registration and RBE entry
- Business licence and VAT registration where relevant
- 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, shareholders, management, capital and form choice (SARL, SARL-S or SA). AML / KYC checks.
Incorporation
Drafting the articles, depositing capital in a blocked account, notarial deed, RCS registration and RBE entry.
Activation
Business licence if commercial activity, VAT registration, opening of the operating bank account.
Operation
Bookkeeping, annual accounts, tax filings and ongoing corporate secretarial work.
Frequently asked questions
What capital is needed to set up a SARL in Luxembourg?
How many shareholders can a SARL have?
SARL or SA: which to choose?
Are SARL shares freely transferable?
How long does it take to set up a SARL?
How much does it cost to set up a SARL?
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