Off the Shelf Company in Luxembourg: Buying a Ready-Made SARL

A Shelf Company in Luxembourg Is an Existing SARL Bought Whole

A shelf company in Luxembourg, also searched as a ready company or a ready made company in Luxembourg, is a société à responsabilité limitée (SARL) that was incorporated before anyone needed it for a business, entered in the Trade and Companies Register (RCS) kept by Luxembourg Business Registers, published in the RESA and left unused. Buying an off the shelf company in Luxembourg means acquiring all of its shares, the parts sociales. Nothing is incorporated: the legal person, its RCS number, its published deed and its date of incorporation stay exactly as they are. What the buyer changes are the partners, the managers (gérants) and, if wanted, the name, the object and the registered office. Buyers use a ready-made SARL as a trading company, as a holding company, or as the Luxembourg party to a contract that has to be signed before a new company could exist. Our Luxembourg overview covers the wider picture.

Why Luxembourg Shelf Companies Are SARLs

The simplified SARL, the SARL-S with a capital from EUR 1, cannot be kept on a shelf. Only natural persons may be its partners, a person may hold shares in only one SARL-S at a time, its object must be an activity that needs a business permit, and it is registered under the provisional permit number of its own founder. All of that ties it to one individual from the start. The SA can change hands, but it needs EUR 30,000 of capital, fully subscribed and paid up by at least a quarter at incorporation. The ordinary SARL, with its EUR 12,000 capital, between one and 100 partners and managers of any nationality, is the form that works as a shelf company, and the rest of this page is about buying one.

What Stays with the SARL and What the Buyer Changes

Item	After the purchase
Legal person, RCS number, incorporation date, published deed	Unchanged; every company document keeps showing “R.C.S. Luxembourg” and the same number
Partners	The buyer becomes the partner; the change is declared to the RCS and published, within one month
Share capital	Stays with the company; check that the shares are fully paid up, because a SARL formed since 2 June 2026 may pay its capital within twelve months and that duty follows the shares
Managers	The partners appoint new managers and remove the old ones by resolution; filed with the RCS within one month
Name, object, other articles	Changed only by notarial deed, voted by partners holding three quarters of the capital unless the articles say otherwise
Registered office	Written in the articles; the articles may allow the managers to move it from one commune to another
Domiciliation agreement	The licensed agent must identify the new managers and anyone they act for, or the buyer moves the company to its own premises
Register of beneficial owners	The new beneficial owners are filed within one month of the change
Business permit	Not part of the purchase; the buyer’s own manager applies where the activity needs one
VAT number	Exists only if the company registered for a taxable activity; otherwise registration follows within 15 days of starting one
Bank account	Not readily available with Luxembourg shelf companies; see below

How the Share Transfer of a Luxembourg SARL Works

Luxembourg law gives the parties a choice of form. Article 710-13 of the Law of 10 August 1915 provides that transfers of SARL shares are recorded in a notarial deed or in a private deed (acte sous seing privé). Between seller and buyer the shares pass under the deed; against the company and third parties the transfer counts only once it has been notified to the company or accepted by it in the form of Article 1690 of the Civil Code. The company records the new partner and the date of notification or acceptance in its register. SARL shares are not negotiable securities and can be represented only by registered participation certificates, so ownership moves through the deed and the company’s register rather than by handing over a certificate.

Where the company has several partners, a transfer to an outsider needs the approval of partners holding at least three quarters of the shares, a majority the articles may lower to one half; if they refuse, the other partners or the company may buy the shares within three months. If the shelf SARL has a single partner, the approval rule does not apply at all, because the law disapplies it for single-partner companies.

Step	What happens	Rule
1. Share transfer	Seller and buyer sign the private or notarial deed	Art. 710-13
2. Notification	The company is notified or accepts; it enters the buyer in its register	Art. 710-13, 710-8
3. Managers	The new partner appoints the new managers	Art. 710-14
4. RCS	Change of partner and of managers filed and published	Art. 100-13; within one month
5. RBE	The buyer’s beneficial owners entered	Law of 13 January 2019, Art. 4; within one month
6. Articles, if wanted	New name, object or other clauses before a notary	Art. 100-12, 710-26
7. Business permit, if trading	Application by the buyer’s manager to the Ministry of the Economy	Law of 2 September 2011

The Business Permit Belongs to the Manager and the Premises

A never-traded SARL comes without a business permit for the buyer’s activity, and a permit would not survive a change of manager anyway. The permit is issued to the company on the strength of a named individual, the dirigeant, who must hold the qualification the activity requires, have a real link with the company as owner, partner or employee, and run it in person at a fixed place of business in Luxembourg. The government portal guichet.lu states that a new permit is needed whenever that person is replaced or the company’s objects change. The Ministry of the Economy also tests the professional integrity of whoever holds the majority of the shares, which after the purchase is the buyer. An address with a domiciliation agent does not count as a place of business, and managing through a front person is treated by the law as a lack of integrity. The Ministry says it usually decides within three months of a complete file. A SARL bought only to hold participations generally needs no permit, because taking participations is not in itself a commercial act.

Bank Accounts and Ready-Made Luxembourg Companies

Our page on shelf companies with bank accounts lists Luxembourg among the countries where pre-banked shelf companies are not readily available. Where a Luxembourg SARL does hold an account, the account belongs to the company and stays with it when the shares change hands, but the bank re-runs its due diligence on the new owners, managers and signatories and may keep the account, ask for more documents or close it. A buyer should therefore plan for a new account application once the company is theirs. For an existing company, one Luxembourg bank lists RCS and RBE extracts under three months old, the coordinated articles, three years of detailed annual accounts in PDF and XML, the last bank statement and the domiciliation agreement. The banks’ association warns that accounts filed late with the RCS can harm the relationship. Our guide to bank accounts for Luxembourg companies sets out what each bank publishes.

What an Older Luxembourg SARL Gives You, and What It Does Not

An existing SARL gives you a Luxembourg company on the day the shares change hands, with an incorporation date that predates your project and an RCS number already printed on its documents. If its name and object suit you, taking it over needs no notary at all. That is useful when a contract, a tender or a counterparty asks for a company that already exists.

It does not give you a history. A never-traded company has no turnover, no customers and no credit record, and its filed accounts show exactly that. It does not give you a permit or premises, and pre-banked shelf companies are not readily available in Luxembourg. And the time it saves is smaller than it once was: a new SARL no longer waits for a blocked capital account before the notary, and its deed can be received electronically, so forming one is mainly a matter of preparing the documents and booking the notary. If you want a new name and object anyway, you will see a notary either way. In that case our page on company formation in Luxembourg may serve you better.

Checks Before Buying a Luxembourg Shelf SARL

• A current RCS extract and the published incorporation deed, matching the company you are offered.
• Annual accounts approved within six months of each year end and filed within seven, after validation on the eCDF platform; repeated failure to publish is, under the permit law, a breach of the manager’s integrity.
• The paid-up status of the capital, since unpaid amounts on the shares remain owed to the company and the seller keeps a joint claim against the buyer for them.
• The RBE entry, the managers on record and the domiciliation agreement, so that each filing after the purchase starts from a correct position.
• The yearly minimum net wealth tax, which resident companies owe even without activity, declared and paid.

We can supply a ready-made SARL or form a new one, prepare the transfer documents, the resolutions and the RCS and RBE 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.

Frequently Asked Questions about Shelf Companies in Luxembourg

Does a SARL share transfer in Luxembourg need a notary?

No. Article 710-13 of the Law of 10 August 1915 allows the transfer to be recorded in a notarial deed or in a private deed, and it becomes enforceable against the company and third parties once notified to the company or accepted by it. A notary is needed only when the articles change, for example for a new name, a new object or a change of capital, because every amendment of a SARL’s articles takes the form of a notarial deed.

Can a foreigner buy a ready made company in Luxembourg?

Yes. Company law sets no nationality or residence condition for the partners or managers of a SARL, and a company may be a partner as well as an individual. What residence does affect is the business permit for a trading activity: the manager must be regularly present at a fixed place of business in Luxembourg, and a manager from outside the EU applies for an authorisation to stay together with the permit.

How long does it take to buy a shelf company in Luxembourg?

No official timeline exists for the share transfer itself. The shares pass when the deed is signed and the transfer binds the company once it is notified. The law then gives one month for the RCS filings on the new partner and managers and one month for the RBE. Where the buyer will trade, the business permit usually sets the pace: the Ministry of the Economy says it usually decides within three months.

Can I change the name of a Luxembourg shelf company after buying it?

Yes, but not by a simple filing. The name is part of the articles, and any amendment of a SARL’s articles is made by notarial deed, voted by partners holding three quarters of the capital unless the articles set another majority. If you are the sole partner after the purchase, you take that decision alone before the notary, who then files the amendment and the updated articles with the RCS for publication.

How do I check a Luxembourg company in the company register?

The Luxembourg company register is the RCS, kept by Luxembourg Business Registers, where an RCS file can be searched on the LBR website. Filed annual accounts can be consulted there in PDF, and publications in the RESA are open to anyone without an account. The register of beneficial owners is different: since its reform it is open only to authorities, anti-money-laundering professionals and persons with a legitimate interest.

Can I buy a Luxembourg company that already holds a payment licence?

Not as a shelf company. A never-traded SARL holds no authorisation from the CSSF, which alone grants, refuses and withdraws the authorisations of payment institutions and electronic money institutions. Acquiring a licensed institution is a different transaction from buying a shelf company: the authorisation belongs to that institution, under CSSF supervision, and an empty SARL carries none.