- →
-
Contact Form
-
Company formation in Luxembourg is short on paperwork and demanding on substance. A notary draws up the deed and registers the company with the Trade and Companies Register (RCS) kept by Luxembourg Business Registers (LBR), and the deed is published in the electronic gazette, the RESA. What shapes the project are three decisions taken before anyone signs: the legal form, whether the activity needs a business permit (autorisation d’établissement), and where the company will actually be run. A Luxembourg company that trades needs a real place of business in the country and a manager who is regularly there. A company that only holds shares in other companies can sit with a licensed domiciliation agent. Our Luxembourg overview covers the country more broadly.
| Form | Minimum capital and payment | Owners and managers | How it is formed |
|---|---|---|---|
| SARL (S.à r.l.) | EUR 12,000 capital, fully subscribed; since 2 June 2026 payable within twelve months of incorporation, with any amount above the minimum paid at once (Art. 710-5 and 710-6) | 1 to 100 partners, individuals or companies of any nationality; one or more managers (gérants), partners or not | Notarial deed |
| SARL-S | Capital between EUR 1 and EUR 12,000; cash capital also payable within twelve months (Art. 720-4) | Natural persons only, each a partner in one SARL-S at a time; managers must be natural persons | Notarial or private deed, after a provisional business permit |
| SA (société anonyme) | EUR 30,000 capital, fully subscribed, each share paid up by at least one quarter (Art. 420-1) | At least one shareholder | Notarial deed |
| SCS and SCSp | No statutory minimum capital | General and limited partners; the SCSp has no legal personality of its own | Notarial or private deed |
The SARL is the general-purpose form and the one in which ready-made Luxembourg companies are sold. The SARL-S, often called the one euro company, is narrower than its capital suggests: its object must be an activity that needs a business permit, so it cannot serve as a holding, and no company can own it. Each year at least a twentieth of its profit goes to a reserve until its capital and reserve together reach the EUR 12,000 capital minimum of an ordinary SARL. The SA suits a larger capital structure.
| Step | What happens | Rule |
|---|---|---|
| 1. Business permit | For commerce, crafts, industry or a listed profession, the future manager applies to the Ministry of the Economy | Law of 2 September 2011 |
| 2. Articles and capital | Name, registered office, object and capital are fixed; cash may be paid online into an account in the company’s name at a credit institution in any EU Member State | Art. 100-4 of the Law of 10 August 1915 |
| 3. Notarial deed | The notary checks that the capital is fully subscribed and records any payment; the deed may be received electronically without the founders appearing in person | Art. 100-4, 710-6(2) |
| 4. RCS and RESA | The notary registers the company and files the deed no later than one month after signature; publication follows on filing or on a chosen date within 15 days | guichet.lu, LBR |
| 5. Beneficial owners | The beneficial owners are entered in the RBE within one month; the notary may file | Law of 13 January 2019, Art. 4 |
| 6. Tax and VAT | Direct taxes with the ACD; VAT registration with the AED within 15 days of starting a taxable activity | guichet.lu |
| 7. Paying up | The rest of the SARL capital is paid within twelve months unless the articles set a shorter period | Art. 710-6 |
The SARL-S follows a different path. The founder first obtains a provisional business permit number, then registers the company directly on the LBR site with a private or notarial deed in Luxembourgish, French or German, a declaration on the paid-up capital and proof of the partners’ identity and residence. The Ministry issues the final permit once the company is on the register.
Company law sets no nationality or residence condition for partners or managers; the constraint that matters comes from the Law of 2 September 2011: nobody may carry on a commercial, craft, industrial or listed liberal activity for profit without a business permit. The company names at least one natural person, the dirigeant, who meets the qualification and professional integrity requirements, effectively and permanently runs the day to day business and has a real link with the company as owner, partner or employee. The company needs a fixed place of business in Luxembourg with suitable premises and equipment, the regular presence of that person, and its business and accounting records kept there. A domiciliation, the law says, is not an establishment.
Integrity is checked for the majority shareholder as well as the manager, and running the business through an interposed person is by law a breach of integrity. A manager who is not an EU national files the permit application together with an application for an authorisation to stay as a self-employed person. A new permit is needed when the objects change or the qualifying manager is replaced. The Ministry of the Economy states that it usually decides within three months of a complete application.
Luxembourg law has no offshore company. A SARL, SARL-S or SA whose registered office or central administration is in Luxembourg is a resident taxpayer for corporate income tax on its income (Art. 159 of the income tax law), and the company’s domicile is where its central administration sits. What Luxembourg offers an international owner is an EU company in the euro area that a non-resident can own and manage, access to EU directives and to more than 80 double tax treaties in force, and a beneficial owner register closed to the public. The RBE is open only to national authorities, to professionals carrying out anti-money-laundering checks and to persons with a legitimate interest. Treaty relief depends on the company meeting each treaty’s anti-abuse tests, which in practice means real management in Luxembourg.
The SOPARFI is not a legal form but a fully taxable SARL or SA that holds participations, and its advantage comes from the participation exemption of Article 166 of the income tax law. Dividends from a participation are exempt where it is held for an uninterrupted twelve months at 10% or more, or at an acquisition price threshold of EUR 1.2 million, subject to anti-abuse exceptions. Dividends the company itself pays carry a 15% withholding tax unless an exemption applies. The SPF, the family wealth company created by the Law of 11 May 2007, is different again: it manages private wealth only, may not interfere in the management of companies it holds, and pays an annual subscription tax of 0.25% instead of corporate income tax.
| Item | Rule |
|---|---|
| Corporate income tax | 14% on taxable income up to the EUR 175,000 threshold, 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 the commune; 6.75% in Luxembourg City (3% base rate times 225%) |
| Aggregate rate, Luxembourg City | 23.87% from tax year 2025 |
| Net wealth tax | 0.5% of taxable wealth up to a EUR 500 million threshold; a minimum net wealth tax set by balance sheet total, reduced by the previous year’s corporate tax |
| VAT | 17% standard, 14%, 8% and 3%; small business franchise below a EUR 50,000 turnover threshold |
| Annual accounts | Approved within six months of the year end and filed with the RCS within seven, after validation on the eCDF platform |
The rates are those of the direct tax administration (ACD) and the VAT administration (AED); under the franchise, VAT registration is optional.
A company formation agent in Luxembourg is not a regulated title, but two roles around a formation are: the notary and the domiciliation agent. Under the Law of 31 May 1999, a company that takes its seat with a third party providing services linked to that seat must sign a written domiciliation agreement, and only a member of a regulated profession established in Luxembourg may be the agent, namely a bank or other financial or insurance sector professional, a lawyer, a réviseur d’entreprises or an expert-comptable. The agent must establish the real identity of the company’s managers and of anyone they act for. Domiciliation suits a holding SARL; a trading SARL needs its own establishment for the permit.
Our part is practical. We can form a new company or supply a ready-made one, prepare the formation or transfer documents and the registry filings, help prepare the bank application, and, where we have a working contact at a suitable bank, make an introduction while the bank alone decides.
The company law steps do not require travel: the notarial deed can be received electronically without physical appearance, and powers of attorney annexed to a deed are neither published nor filed with the RCS. Since the Law of 18 May 2026, in force on 2 June 2026, a SARL can be incorporated before its bank account is open, so the bank’s checks no longer hold up the deed. An SA still pays at least a quarter of each share before the notary.
Opening the business account is a separate question. Some Luxembourg banks state that a business account cannot be opened remotely and require identification in person, and the CSSF allows identification by video only where no higher money laundering risk is present. Our guide to bank accounts for Luxembourg companies sets out what each bank publishes and the documents they ask for.
A ready-made SARL already has its RCS entry, its published deed and its date of incorporation, and its shares can pass to a buyer by private deed, which helps when a contract or a counterparty needs a Luxembourg company on a given date. It brings no business permit and no establishment, pre-banked companies are not readily available in Luxembourg, and a change of name or object goes before a notary just as it would for a new company. When the timing is the point, see our page on ready-made shelf companies in Luxembourg; our guide to off the shelf companies explains how the model works across countries.
No official processing time for RCS registration is published. The rules fix the notary’s duty to file the deed within one month of signature and publication in the RESA on filing or within 15 days. For a trading company the business permit usually sets the pace: the Ministry of the Economy says it usually decides within three months of a complete application. A holding SARL depends mainly on the documents and the notary appointment.
Yes. Company law sets no nationality or residence condition for the partners or managers of a SARL. The conditions come from the business permit: a fixed place of business in Luxembourg and a manager who is regularly present, meets the qualification and integrity rules and has a real link with the company. A manager who is not an EU national applies for the permit together with an authorisation to stay as a self-employed person.
The minimum is EUR 12,000 of capital, fully subscribed at incorporation. Since 2 June 2026 the shares may be paid up within twelve months unless the articles set a shorter period, while any capital above the minimum, any share premium and any contribution in kind are paid at incorporation. Partners who have not paid in full are listed after the balance sheet, and votes on called but unpaid shares are suspended.
For a SARL, an SA or a partnership limited by shares, yes: the law requires a notarial deed on pain of nullity, and every later change to the articles, such as a new name, object or capital, is made in the same form. An SARL-S, SCS or SCSp may be formed by private deed instead. The notarial deed can be received electronically, without the founders appearing in person.
Forming it can be done from abroad, through an electronic notarial deed or a power of attorney, and a SARL no longer needs its bank account before the deed. Banking is each bank’s own decision: some state that business accounts cannot be opened remotely, and video identification is allowed only in lower risk cases. A trading company also needs its manager regularly present at a Luxembourg establishment.
Generally not, if holding shares is all it does: the law states that taking participations is not in itself a commercial act, and the permit attaches to commercial, craft, industrial and listed professional activity. A holding that also trades, advises or invoices services needs a permit and an establishment. A pure holding can be domiciled with a licensed agent.
Planning a Luxembourg SARL or SA? Tell us the activity, who will own and manage it and where it will be run, and we will set out what the formation would need, including whether a business permit applies. Contact us, or write on Telegram or WhatsApp at +48 663 247 166.