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A Luxembourg company usually serves one of two purposes, and which one decides almost everything else. A holding, a SARL or SA owning shares in other companies and widely known as a SOPARFI, relies on the participation exemption, more than 80 double tax treaties in force and the EU Parent-Subsidiary and Interest and Royalties Directives; since taking participations is not in itself a commercial act, it generally needs no business permit and may sit with a licensed domiciliation agent. A trading company needs a business permit (autorisation d’établissement), a fixed place of business in Luxembourg and a manager who runs it there in person, and a domiciliation address does not count as that establishment.
Either way, the company is a resident taxpayer once its registered office or central administration is in Luxembourg, and treaty relief depends on anti-abuse tests that in practice call for real management in the country.
| Form | Capital | Where it fits |
|---|---|---|
| SARL (S.à r.l.) | EUR 12,000 of capital, fully subscribed; since 2 June 2026 the minimum may be paid within twelve months | Holdings and trading companies alike, with 1 to 100 partners; the form we sell ready-made |
| SARL-S (simplified SARL) | Capital between EUR 1 and EUR 12,000 | A natural person running an activity that needs a business permit; it cannot serve as a holding |
| SA (société anonyme) | EUR 30,000 of capital, each share paid up by at least a quarter | Larger capital structures |
| SCS and SCSp | No statutory minimum capital; the SCSp has no legal personality of its own | Fund and investment structures |
| SPF, a tax regime rather than a form | The capital rules of the SARL or SA it uses | The private wealth of individuals, with a 0.25% annual subscription tax in place of corporate income tax |
A SARL or SA comes into being by notarial deed, which the notary can receive electronically without the founders appearing in person. Every step from the business permit to the register filing is on our page on company formation in Luxembourg.
| Tax | Rate or rule |
|---|---|
| Corporate income tax | 14% up to the EUR 175,000 threshold of taxable income, 16% above the EUR 200,000 threshold, with a transition band between |
| Employment fund surcharge | 7% of the corporate income tax |
| Municipal business tax | Set by each commune; 6.75% in Luxembourg City |
| Combined rate in Luxembourg City | 23.87% from tax year 2025 |
| Net wealth tax | 0.5% of taxable wealth up to a EUR 500 million threshold, with a minimum net wealth tax for resident companies |
| VAT | 17% standard; 14%, 8% and 3% reduced; a small business franchise below a EUR 50,000 turnover threshold |
| Withholding tax on dividends | 15%, unless an exemption under the law or a treaty applies |
| Participation exemption | Dividends from a holding of at least 10% of the capital, or one acquired for at least EUR 1.2 million, held for an uninterrupted twelve months, subject to anti-abuse rules |
Company law sets no nationality or residence condition for the partners or the managers (gérants) of a SARL, and a legal person may be a manager, except in a SARL-S. The conditions that matter come from the business permit law of 2 September 2011: a trading company names a dirigeant, an individual who meets the qualification and integrity rules, runs the daily business in person at the Luxembourg establishment and is linked to the company as owner, partner or employee. The Ministry of the Economy also tests the integrity of the majority shareholder, and a manager from outside the EU applies for an authorisation to stay as a self-employed person together with the permit.
Beneficial owners, every individual holding more than 25% of the shares, votes or capital or controlling the company by other means, are entered in the Register of Beneficial Owners (RBE) within one month of formation or of any change. The RBE is not public: national authorities, professionals carrying out anti-money-laundering checks and persons with a legitimate interest may consult it.
The Trade and Companies Register (registre de commerce et des sociétés, RCS) is kept by Luxembourg Business Registers (LBR), and it is what most people mean when they search for the RCSL. Every SARL prints “R.C.S. Luxembourg” with its registration number on its documents. The file holds the deed, the managers and the filed annual accounts, viewable in PDF on the LBR website, and deeds and changes appear in the electronic gazette, the RESA, which anyone can read without an account. A new manager, a new partner or amended articles are filed within one month.
Luxembourg business accounts are in euro, with a 20-character IBAN beginning LU inside the SEPA area, and the Fonds de garantie des dépôts Luxembourg covers eligible deposits of companies of any size up to EUR 100,000 per person and per bank. Since 2 June 2026 a SARL can be incorporated before its minimum capital is paid, so its account no longer has to exist before the notary. Opening the account remains each bank’s decision: some state that it cannot be done remotely, and the CSSF allows identification by video only where no higher money laundering risk appears. Pre-banked shelf companies are not readily available in Luxembourg. Our page on bank accounts for Luxembourg companies sets out what each bank publishes.
Forming a SARL is the natural route when the name, the object and the articles should fit the business from the outset. A ready-made SARL, already on the RCS with its published deed, fits when a contract or a counterparty needs a Luxembourg company that exists on a given date; if its name and object suit the buyer, its shares pass by private deed without a notary. Neither route brings a business permit or premises. The share transfer and the filings that follow it are explained on our page on ready-made shelf companies in Luxembourg, and our guide to off-the-shelf companies compares the two routes across countries.
Our part in Luxembourg: we can supply a ready-made SARL or form a new company, prepare the formation or transfer documents together with the RCS and RBE filings, and help assemble the bank application. Where we know a bank suited to the company, we can make an introduction, and the bank alone decides on the account.
RCSL is a common shorthand for the registre de commerce et des sociétés of Luxembourg, the Trade and Companies Register kept by Luxembourg Business Registers. Every company is registered there, and every SARL shows “R.C.S. Luxembourg” with its number on its letters and invoices. The register file holds the deed, the managers and the filed accounts, while the beneficial owners sit separately in the RBE, which the public cannot consult.
A SOPARFI is not a legal form but a fully taxable SARL or SA that holds participations and relies on the participation exemption, which exempts dividends from holdings of at least 10% of the capital, or acquired for EUR 1.2 million or more, kept for twelve months. An SPF manages the private wealth of individuals: it pays a 0.25% subscription tax instead of corporate income tax and may not interfere in the management of the companies it holds.
Both are capital companies formed by notarial deed. A SARL needs EUR 12,000 of capital and one to 100 partners, and its shares pass to outsiders only with the approval of partners holding three quarters of them, unless the articles lower that majority. An SA needs EUR 30,000 of capital, a quarter of each share paid at formation, and suits larger capital structures.
It can. A company resident in Luxembourg owes the minimum net wealth tax, set by its balance sheet total, whether or not it trades, reduced by the corporate income tax and surcharge of the previous year. It must also have annual accounts approved within six months of the year end and filed with the RCS within seven, even when they show no activity.
Yes. A SARL may have between one and 100 partners, individuals or companies, and a single partner may also act as its manager. With one partner, the approval rule for share transfers to outsiders does not apply, and that partner alone takes the decisions reserved to the partners, such as amending the articles before a notary.
Planning a Luxembourg holding or a trading company? Tell us what the company will do and where it will be run, and we will set out whether a new SARL or a ready-made one fits. We also answer on Telegram and WhatsApp at +48 663 247 166.