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When you need a Luxembourg company that can sign a contract this week, a ready-made shelf company, a “SARL préfabriquée” or pre-registered société à responsabilité limitée (SARL / S.à r.l.), is the fastest legal route into the EU’s premier holding-company jurisdiction. ShelfCompanies24 maintains a live inventory of clean, never-traded Luxembourg SARL entities registered with the Registre de Commerce et des Sociétés Luxembourg (RCS Luxembourg / RCSL), with paid-up capital, an active matricule and a clean Administration des Contributions Directes (ACD) record. Most transfers complete in 5 to 10 working days.
Luxembourg’s reputation as Europe’s holding-company capital is built on a 23.87% combined corporate tax (reduced from 24.94% in 2025), Europe’s most extensive double-tax treaty network for a small jurisdiction (80+ DTTs), and specialised regimes including the SOPARFI (financial holding) and the SPF (private wealth management). Combined with multilingual French/German/English jurisdiction and EU institutional centrality, Luxembourg ready-made SARLs are the structural choice for international holding, investment-fund manager and IP-licensing structures.
Our service covers SARL, notaire, RCSL filing, RBE filing.
SARL préfabriquée + virtual siège + Luxembourg banking + cabinet d’expertise comptable bundled.
Most transfers within 5 to 10 working days. French/German-speaking case managers.
Sign at any Luxembourg consulate, via eIDAS qualified electronic signature, or delegate to our Luxembourg City notaire via procuration.
We draft the cession de parts sociales, file RCSL amendment, update RBE.
A Luxembourg shelf company, SARL préfabriquée or Vorrats-S.à r.l., is a pre-registered, never-traded SARL formed by a professional service provider purely for transfer. From incorporation to sale, the company has:
| Feature | SARL (S.à r.l.) | SA (Société Anonyme) | SOPARFI | SPF |
|---|---|---|---|---|
| Minimum share capital | €12,000 | €30,000 | SARL or SA structure | €12,500 |
| Members | 1 to 100 | 1+ | 1+ | 1+ (natural persons or wealth-mgmt entities) |
| Best fit | Default, SMEs, holdings | Listed groups | Holdings: full participation exemption | Private wealth management, passive only |
Note: SOPARFI and SPF are tax regimes applied to SARL or SA legal forms, not separate legal entities. The choice is which tax regime to elect post-formation.
The Société de Participations Financières (SOPARFI) regime exempts dividends and capital gains from qualifying subsidiary participations from corporate tax, provided minimum 10% holding (or €1.2m acquisition cost) for at least 12 months and the subsidiary is subject to a comparable tax. For multinational holding structures, this is one of Europe’s most efficient regimes alongside the Dutch Participation Exemption.
Luxembourg cut its combined corporate tax from 24.94% to 23.87% effective 2025 (CIT reduction from 17% to 16% combined with municipal business tax + employment fund). For Luxembourg City (the typical sede), the combined rate is now ~23.87%; outside Luxembourg City, slightly lower depending on municipal multiplier.
Luxembourg has 80+ in-force double-tax treaties, exceptional for a country of 660,000 inhabitants. Combined with the SOPARFI participation exemption, the treaty network makes Luxembourg the de facto European hub for cross-border holdings.
Every Luxembourg ready-made SARL carries an active matricule (the universal Luxembourg legal identifier, natural persons and entities both have one) and where pre-registered a TVA-LU number for VIES.
BGL BNP Paribas, BIL (Banque Internationale à Luxembourg), Banque de Luxembourg, ING Luxembourg, Spuerkeess (BCEE, state-owned), POST Finance, Raiffeisen Luxembourg all serve corporate clients. Luxembourg banking has tightened KYC post-Panama Papers but remains accessible for properly-structured corporate clients.
Buying an off-the-shelf company in Luxembourg is a share purchase rather than an incorporation, which is why the capital is already paid in and the matricule already exists. You pick an entity from the live inventory, clear KYC, and the change of ownership is executed in a notarial deed that transfers the parts sociales, replaces the gérant and, where you want it, amends the dénomination, siège social and objet social in the same act, which is also where a SOPARFI election is made. The notaire files the amendment with the RCSL and the RBE record is updated. The seven steps below show the order in which that happens.
Live inventory: SARL entities of various ages registered in Luxembourg City (most), Esch-sur-Alzette or Luxembourg-Hesperange.
Apostilled passport copies, proof of address, business-purpose note. Luxembourg AML rules under the Loi du 12 novembre 2004 as amended.
Luxembourg SARL share transfers require a notarial deed (acte notarié) executed by a Luxembourg notaire. We draft the bilingual French-English (or German-English) deed.
The outgoing gérant is dismissed and your new gérant appointed by member resolution.
Name (dénomination), registered office (siège social), business purpose (objet social) are amended in the same notarial act if required. The SOPARFI tax regime is elected via the objet social drafting.
The notaire files the amendment with the Registre de Commerce et des Sociétés Luxembourg via lbr.lu. Processing: typically 3 to 7 working days.
Beneficial owners filed in the Luxembourg UBO register at the LBR within 30 days. Public access has been restricted post-CJEU 2022 ruling but filing remains mandatory.
| Tax | Rate | Notes |
|---|---|---|
| CIT, Impôt sur le Revenu des Collectivités | 16% (reduced from 17% in 2025) | Federal corporate tax |
| Solidarity surcharge | 7% of CIT (1.12%) | Surcharge on CIT |
| Municipal business tax (ICC) | ~6.75% (Luxembourg City) | Variable by commune |
| Combined effective | ~23.87% (Luxembourg City) | Lower outside Luxembourg City depending on commune |
| VAT (TVA) | 17% standard, 14% / 8% / 3% reduced | Lowest standard VAT in the EU; mandatory above €35,000 turnover |
| Withholding tax on dividends | 15% domestic; 0% to EU corporate parents under Parent-Subsidiary or treaties | 0% under SOPARFI participation exemption regime |
| SOPARFI participation exemption | 0% on qualifying dividends and capital gains | ≥10% holding (or €1.2m acquisition cost), 12 months, comparable tax test |
| SPF regime | 1.06%/year subscription tax (capped) | Private wealth management, no operational activity permitted |
Both routes end with the same thing, a SARL on the RCSL register carrying its own matricule, so the question is what you are optimising for. New company registration takes 2 to 4 weeks and lets you settle the dénomination, the share structure and the objet social from a blank page. A SARL préfabriquée is already registered, already has its share capital paid in, and transfers in 5 to 10 working days, which also removes the deposit step that normally has to clear at a Luxembourg bank before a notaire will execute the deed. In practice the ready-made route wins when a contract, a fund closing or a counterparty will not wait, and new registration wins when the structure is unusual enough that it should be drafted from scratch.
There is no Luxembourg residency or nationality requirement for shareholders, and none for the gérant of a SARL under company law. The practical constraint is the business permit, the autorisation d’établissement, which every commercial activity needs: it is granted to a named individual who must be in effective and permanent charge of the business and present at the establishment. A manager from outside the EU also needs an authorisation to stay as a self-employed person.
Two terms are in use. SARL préfabriquée is the French one and Vorrats-S.à r.l. the German one, and both describe the same thing: a société à responsabilité limitée incorporated by a professional provider purely to be held in reserve and transferred. It has never traded, never employed anyone, and has filed only nil returns with the Administration des Contributions Directes. Luxembourg notaires and counterparties recognise either term, so it makes no difference which you use.
Five to ten working days from KYC clearance to the completed RCSL amendment. The notarial deed of share transfer is the fixed point in the middle: once it is executed the company is yours and can invoice immediately, while the Registre de Commerce et des Sociétés processes the register amendment behind it, typically in 3 to 7 working days. The RBE filing follows within 30 days. Compare that with 2 to 4 weeks for a new SARL formed from scratch.
Share capital of €12,000, fully paid in cash, is the statutory minimum for an ordinary SARL, and our ready-made entities are transferred with that capital already paid in, so the requirement is met before you take ownership. The lighter SARL-S variant allows share capital of €1 but caps the founders at five natural persons and cannot be used by a corporate shareholder, which is why almost every buyer of a ready-made Luxembourg entity takes the ordinary SARL.
The Société de Participations Financières is a tax regime (not a separate legal form) applicable to SARL or SA entities meeting specific objet social and substance requirements. It exempts qualifying subsidiary dividends and capital gains from Luxembourg corporate tax. For international holding structures, SOPARFI is the default. For active trading SARLs, ordinary CIT applies, with no SOPARFI tag.
The Société de Gestion de Patrimoine Familial regime applies to SARL or SA wealth-management vehicles for natural persons. Subject to a 1.06% annual subscription tax (capped at €125,000) instead of CIT. Cannot conduct operational business. Suits private wealth holding only.
Yes, and most of our buyers do. Luxembourg law requires the share transfer to be executed by notarial deed before a Luxembourg notaire, but there are three ways to satisfy that from outside the country: sign at any Luxembourg consulate, use an eIDAS qualified electronic signature, or grant a procuration delegating signature to our Luxembourg City notaire. Documents are couriered and apostilled where needed, and the deed is drafted in French and English, or German and English, so you can read what you are signing.
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, against 24.94% before the 2025 reduction. VAT is 17% standard, the lowest headline rate in the EU. Under the SOPARFI regime, qualifying subsidiary dividends and capital gains are effectively untaxed. An SPF pays an annual subscription tax instead of corporate tax but cannot carry on operational business.
The quickest legal route is to take over a SARL that is already on the RCSL register with its capital paid in, which removes both the deposit step and the incorporation wait. Pick an entity from the live inventory, clear KYC, and the notarial share transfer makes the company yours, with the RCSL amendment processing behind it and invoicing possible from the day the deed is signed. Registering a new SARL instead means 2 to 4 weeks.
Want today’s Luxembourg inventory? 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.
No, and you should not engage anyone who claims otherwise. The Registre de Commerce et des Sociétés Luxembourg (RCSL) records the actual incorporation date, which is publicly searchable and immutable. The shelf SARLs we offer have honest incorporation dates ranging from a few months to several years old; for buyers who want a longer corporate trading history, we recommend purchase rather than fabrication, since fabricated history would expose you to fraud, tax-evasion, and money-laundering charges in any reputable jurisdiction.
Engaging us for your Luxembourg shelf SARL purchase 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.