- →
-
Contact Form
-
ShelfCompanies24 has been forming Luxembourg companies for international founders since 1995. Our Luxembourg City team handles every step of company formation in Luxembourg on a single agreed service contract, from picking the right legal form through notaire, RCSL registration, ACD tax registration, RBE filing and your first Luxembourg bank account. Most clients are trading inside 2 to 4 weeks, or in 5 to 10 working days via a ready-made SARL préfabriquée.
Our service covers notaire, RCSL, RBE, virtual siège.
SARL/SA + siège + Luxembourg banking + accountancy referral under one roof.
Standard formation 2 to 4 weeks. French/German-speaking case managers.
eIDAS-qualified e-signature, Luxembourg consulate, or delegate to our Luxembourg City notaire via procuration.
We draft the statuts, file RCSL, register TVA, file RBE, structure SOPARFI/SPF if relevant.
The SARL is the workhorse of Luxembourg commerce, accounting for the majority of new corporate registrations. Governed by the Loi du 10 août 1915 sur les sociétés commerciales as amended.
2017 lightweight variant for natural-person founders.
For listed entities and capital-raising structures. Min capital €30,000 (25% paid up). Min 1 actionnaire. Conseil d’administration or directoire + conseil de surveillance.
Not a separate legal form, a tax regime applicable to SARL or SA. Elected through the objet social drafting; provides full participation exemption on qualifying subsidiary dividends/capital gains.
Specialised tax regime for private-wealth-management entities. SARL or SA legal form, 1.06% annual subscription tax (capped at €125,000), no operational business permitted.
| Form | Min. capital | Formation time | Best for |
|---|---|---|---|
| SARL | €12,000 | 2 to 4 weeks | Default, SMEs, holdings |
| SARL-S | €1 | 2 to 3 weeks | Bootstrapping (natural-person founders) |
| SA | €30,000 | 4 to 8 weeks | Listed groups, larger capital |
| SOPARFI (SARL or SA) | €12,000+ / €30,000+ | 3 to 6 weeks | International holding structures |
| SCS / SCSp | None | 3 to 5 weeks | PE / VC fund vehicles |
| SARL préfabriquée | €12,000 (paid) | 5 to 10 days | Need immediate trading |
Registering a company in Luxembourg follows a fixed order, and two stages hold most of the elapsed time: the capital deposit and the RCSL’s own processing. In outline, we settle the legal form and the intended tax regime, draft the statuts, open the deposit account and pay in the share capital, execute the acte notarié before a Luxembourg notaire, and let the notaire file the company with the Registre de Commerce et des Sociétés for publication in the RESA. Tax registration with the Administration des Contributions Directes follows within 30 days, the beneficial owners are filed in the RBE within 30 days, and the deposit account becomes the operating account. The eight steps below set out what happens at each stage and who does it.
Confirm legal form, member structure, intended tax regime (ordinary, SOPARFI, SPF), business purpose, siège location, banking preferences.
The articles are drafted by our Luxembourg notaire, bilingual French-English or German-English. SOPARFI election is achieved through specific objet social drafting and substance positioning.
Open a deposit account at a Luxembourg bank, deposit €12,000 (SARL) or €7,500 (SA, 25% of €30,000). Bank issues confirmation attached to the acte notarié.
The founder(s) appear before a Luxembourg notaire. Foreign founders sign at any Luxembourg consulate, via eIDAS qualified electronic signature, or delegate to our Luxembourg City notaire via procuration. Notaire fees apply and follow the Luxembourg statutory notarial tariff, scaled to capital.
The notaire files the company with the RCSL via lbr.lu. Publication occurs in the Recueil Électronique des Sociétés et Associations (RESA, replacing the older Mémorial). Processing: 3 to 10 working days.
Within 30 days of RCSL entry the company files with Administration des Contributions Directes (ACD) for:
Beneficial owners filed in the Registre des Bénéficiaires Effectifs at LBR within 30 days.
Convert deposit account to operating account. Luxembourg banks: BGL BNP Paribas, BIL, Banque de Luxembourg, ING Luxembourg, Spuerkeess (BCEE), POST Finance, Raiffeisen Luxembourg.
Nothing in Luxembourg company law reserves a SARL for residents. The associés may hold any nationality, the gérant needs no Luxembourg residency, and a single foreign founder can be both. Foreign founders reach the notaire in one of three ways: eIDAS qualified electronic signature, in person at any Luxembourg consulate, or by procuration delegating the signature to our Luxembourg City notaire, so a founder in the United States, the United Kingdom, Germany or the Gulf does not have to travel.
Two things do need planning. The share capital has to be deposited with a Luxembourg bank before the deed is executed, which means the banking relationship starts earlier here than in most EU jurisdictions and the bank’s due diligence sits on the critical path. And where the structure is a holding rather than a trading company, the SOPARFI participation exemption and treaty access depend on substance in Luxembourg rather than on registration alone, so board composition and office arrangements are settled at the outset rather than afterwards.
| Scenario | Typical duration |
|---|---|
| SARL via standard formation | 2 to 4 weeks |
| SARL-S simplifiée | 2 to 3 weeks |
| SA (joint-stock) | 4 to 8 weeks |
| SOPARFI structure (SARL or SA) | 3 to 6 weeks |
| SCS / SCSp partnership | 3 to 5 weeks |
| SARL préfabriquée, transfer | 5 to 10 working days |
A Luxembourg company formation agent stands between you and the four bodies a company has to pass through: the bank that receives the capital deposit, the notaire who executes the acte notarié, the Registre de Commerce et des Sociétés that registers and publishes it, and the Administration des Contributions Directes that issues the matricule and the TVA-LU number. Approached separately each applies its own document standards and its own queue, in French or in German, and the bank sits first in that chain rather than last, which catches out founders who expect to incorporate and then bank. ShelfCompanies24 has been forming Luxembourg companies for international founders since 1995 and runs the whole chain inside one scope: we draft the statuts, arrange the deposit, book the notaire, file with the RCSL, register with the ACD, file the RBE record and, where the structure calls for it, position the SOPARFI election and the substance it depends on.
A standard SARL runs 2 to 4 weeks from instruction to a usable company, the SARL-S 2 to 3 weeks, and an SA or a SOPARFI structure 3 to 6 weeks. Most of that is sequential rather than idle: the capital deposit has to clear before the notaire can execute the deed, and the RCSL then publishes in 3 to 10 working days. If the timetable is the constraint, a SARL préfabriquée is already registered and transfers in 5 to 10 working days.
The SARL requires share capital of €12,000, fully paid in cash before the notarial deed is executed. The SARL-S variant lowers the minimum capital to €1, but it is limited to five natural-person founders and retains 5% of annual profit until the reserve reaches the €12,000 capital threshold, at which point it can convert to an ordinary SARL. The SA sits higher, with minimum share capital of €30,000, a quarter of which must be paid up.
Three structural reasons: (1) the SOPARFI participation-exemption regime fully exempts qualifying subsidiary dividends and capital gains; (2) the 80+ double-tax-treaty network is one of the most extensive globally; (3) Luxembourg’s investment-fund infrastructure, UCITS, AIF, ELTIF, RAIF, is the EU’s deepest. For international holdings and fund managers, Luxembourg is the structural default.
Yes, increasingly. Post-OECD BEPS and EU Anti-Tax-Avoidance Directive (ATAD), Luxembourg structures (particularly SOPARFI) require demonstrable substance: a physical office, qualified Luxembourg-resident director(s), board meetings held in Luxembourg, and operational decisions taken in Luxembourg. We provide substance solutions (managed office, qualified resident director, board-administration services) as part of the SOPARFI package.
An ordinary trading SARL in Luxembourg City pays roughly 23.87% combined, made up of corporate income tax, the solidarity surcharge and municipal business tax. VAT is 17% standard, the lowest headline rate in the EU. A SOPARFI pays effectively 0% on qualifying subsidiary dividends and capital gains under the participation exemption. An SPF sits outside corporate tax altogether and pays an annual subscription tax instead, but it cannot carry on operational business.
For ordinary trading SARLs: technically yes, with substance considerations. For SOPARFI structures: substance is required for treaty access and participation-exemption benefits, abroad-only management triggers risk of denial of regime.
Four things. Tax registration with the Administration des Contributions Directes, which issues the matricule, the corporate tax record and the TVA-LU number, plus CCSS registration if you will hire. The RBE filing at the LBR within 30 days. Conversion of the capital-deposit account into a working operating account. Then accountancy engagement and, for a SOPARFI, the substance arrangements of resident management and office that the regime depends on.
No. Luxembourg is a founding EU member state with onshore corporate taxation, full EU transparency rules and public company filings at the RCSL. The confusion comes from its holding regimes. The SOPARFI is an ordinary Luxembourg company electing a domestic participation exemption, and the SPF is a defined private-wealth vehicle, not an offshore shell. Both file accounts, both sit inside the treaty network, and both are subject to substance requirements under OECD BEPS and the EU ATAD.
Two routes lead to the same registered company. A new SARL is constituted before a Luxembourg notaire and filed with the RCSL, which takes 2 to 4 weeks once the capital deposit has cleared. A SARL préfabriquée is already registered, already carries its matricule and its paid-up capital, so the transfer completes in 5 to 10 working days and you can invoice at once. Choose the first when the structure needs designing, the second when the timetable will not wait.
Ready to register your Luxembourg SARL or SOPARFI? Contact our Luxembourg desk.
Luxembourg is one of several jurisdictions where ShelfCompanies24 maintains pre-formed entities and active formation services. Why pick Luxembourg for your SARL specifically? SOPARFI holding, AAA, CIT cut to 16% in 2025 is the headline reason, but it pays to understand the trade-offs against the alternatives. Below are concrete differentiators that matter when you are weighing a structure decision against the actual operating profile of your business.
Cross-border corporate structuring in 2026 is governed by a tighter web of rules than in any previous decade. Three forces shape every decision:
For Luxembourg specifically: CIT cut to 16% (above the statutory threshold) in 2025, combined with 7% solidarity + 6.75% MBT = 23.87% effective Lux City. SOPARFI participation exemption; 80+ DTTs.
Issues we routinely see when prospects come to us after attempting the process directly with local providers in Luxembourg:
Yes. A name change is filed with the RCSL via a directors’ resolution and a routine filing, typically clears in 5 days. We include up to one name change as standard for both shelf-company purchase and new formation.
Yes. A Luxembourg-tax-resident SARL can rely on the EU Parent-Subsidiary Directive and the Interest and Royalties Directive, and on Luxembourg’s own network of more than 80 comprehensive double-tax treaties in force, one of the widest held by any small jurisdiction. Treaty relief is not automatic: the principal purpose test introduced by the OECD Multilateral Instrument and each treaty’s anti-abuse clauses must be satisfied, which in practice means genuine substance in Luxembourg.
Client information is held under contractual non-disclosure plus the professional-secrecy obligations applicable to corporate-service providers in our home jurisdiction. We do not share client identity or transaction details with third parties beyond what is statutorily required (KYC reporting, beneficial-owner-register filings, AML/CTF reporting where triggered). Our internal access to client files is logged and access-restricted by need-to-know.
Material tax changes (rate moves, new minimum-tax regimes, treaty amendments) get communicated to active clients with our analysis of impact. Where the change is structural, for example the OECD Pillar Two implementation in Luxembourg or a domestic tax-base reform, we proactively flag clients whose structures may need restructuring and set out the remedial steps. The client is not left to discover material regulatory change from their accountant or from media reports.
A SARL is a separate legal entity Luxembourg-tax-resident with its own corporate tax filings and beneficial-owner record. A branch is an extension of a foreign parent, the foreign parent is the legal entity, the Luxembourg branch books local-source income but the parent’s overall tax liability cascades. Most foreign owners pick a SARL for liability ring-fencing and clean tax accounting; branches are sometimes preferred where the parent has specific group-relief or treaty considerations that depend on common legal personality.
Engaging us for your Luxembourg new SARL formation covers the following deliverables under one service:
The deliverable scope is identical regardless of whether you are based in the EU, the US, the UK, the Middle East, or APAC, we operate the same service globally for Luxembourg corporate setup. Optional add-ons (virtual office, accounting retainer, payroll, sector licences, transfer-pricing documentation) are scoped separately, so the incorporation or transfer work stays exactly as agreed.
Different jurisdictions are stronger for different commercial activities. Luxembourg consistently performs well for international operators in:
None of these are exclusive, a Luxembourg SARL can engage in any lawful commercial activity, but choosing a jurisdiction where the activity has a deep operating ecosystem (talent pool, regulatory familiarity, banking and supplier networks) materially shortens the time from incorporation to first revenue. Tell us your activity profile and we will confirm whether Luxembourg is the right fit before we begin.
A Luxembourg SARL sits within the EU treaty framework, automatic access to the EU Parent-Subsidiary Directive (zero withholding on intra-EU dividends meeting the holding test), the Interest and Royalties Directive, and Luxembourg’s bilateral double-tax treaties with non-EU partners. The treaty network is shaped by the OECD Multilateral Instrument since 2017, which embedded a Principal Purpose Test (PPT) into existing treaties to deny benefits where a structure was set up primarily for tax advantage rather than genuine commercial purpose.
Common Luxembourg SARL patterns we see: EU-wide trading hub with VAT one-stop-shop, IP holding with treaty-protected royalty flows, regional headquarters serving CEE/Western EU subsidiaries, and licensing-and-distribution structures using EU passport rights. Each pattern has its own substance and transfer-pricing implications which your consultant will map before structuring.
The 2026 corporate-law and tax landscape in Luxembourg: 23.87% combined (Lux City) / 14% < €175k headline corporate tax. CIT cut to 16% (above the statutory threshold) in 2025, combined with 7% solidarity + 6.75% MBT = 23.87% effective Lux City. SOPARFI participation exemption; 80+ DTTs.
Beyond the headline number, three regulatory currents shape every Luxembourg structuring decision in 2026: OECD Pillar Two and the local Qualified Domestic Minimum Top-up Tax (QDMTT) for groups above €750 million consolidated revenue; the EU’s progressive AML/CTF tightening (AMLD6 and AMLR transitioning into the Anti-Money-Laundering Authority’s direct supervision); and the RCSL’s ongoing migration toward digital-only filing and real-time beneficial-owner reconciliation. Smaller entities below the Pillar Two threshold continue under the regular Luxembourg tax regime, but reporting obligations to the RCSL apply to every entity regardless of size.
We track these regulatory currents continuously and flag anything material to active clients within working days of the change being announced. You do not need to monitor Luxembourg regulatory news yourself, that is part of what we provide for the annual retainer.
Three deadline buckets: RCSL confirmation/return (typically annual, on the company’s accounting reference date), corporate tax return (filed via the Luxembourg tax authority following the financial year-end, usually 6-12 months after period close), and VAT/sales-tax returns (monthly or quarterly cadence depending on turnover, where applicable). Beneficial-owner-register updates are event-triggered (filing required when ownership changes) rather than calendar-based.
Penalty consequences vary by jurisdiction but typically follow a pattern: small late-filing fee for short delays, larger automatic penalty for sustained non-filing, and ultimately strike-off from the RCSL for prolonged non-compliance. Strike-off voids the company and may require court application to restore. Our retainer service handles the full filing calendar so this never happens to a client on our books.
Three layers determine the after-tax dividend: Luxembourg corporate tax already paid at the SARL level on profits (23.87% combined (Lux City) / 14% < €175k); Luxembourg withholding tax on outbound dividends, which is the variable that depends on where the recipient sits, zero under the EU Parent-Subsidiary Directive for qualifying EU/EEA corporate holders meeting the minimum holding test, reduced rates under bilateral treaties for non-EU recipients, default Luxembourg statutory rate where no treaty applies; and recipient-country tax on the dividend in the parent’s hands (often subject to participation exemption at the recipient level). Your consultant maps this end-to-end in the initial scoping so the after-tax economics are clear before incorporation.