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SARL, SARL-S or SA: which one is yours?

The three company forms most Luxembourg businesses choose, compared on capital, owners, management, share transfers and cost. Every rule is linked to the authorities. For a quick answer, try our legal structure finder.

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At a glance
2026
Minimum capital€1to €12,000, fully paid up

Simplified private limited company

Shareholders
1 to 100 individuals
Managers
Individuals only
Created by
Private deed, no notary
First step
Business permit
RCS fee
€14.61
Minimum capital€12,000fully paid up

Private limited company

Shareholders
1 to 100, people or companies
Managers
One or more, people or companies
Created by
Notary
Share transfers
75% approval for outsiders
RCS fee
€105.91
Minimum capital€30,000at least 25% paid up

Public limited company

Shareholders
1 or more, people or companies
Management
Board of 3, or 1 director
Created by
Notary
Contributions in kind
Auditor's valuation report
RCS fee
€105.91

Sources: Guichet.lu, SARL-S · Guichet.lu, SARL · Guichet.lu, SA · LBR, RCS fee schedule

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Side by side

The full comparison.

All three are capital companies: shareholders are liable only up to what they put in. The differences are in who can own them, how much capital they need and how they are run.

SARL-SSimplified private limited companySARLPrivate limited companySAPublic limited company
Minimum capital€1 to €12,000, fully paid up€12,000, fully paid up€30,000, at least 25% paid up
Shareholders1 to 100 individuals; one SARL-S per person1 to 100, people or companies1 or more, people or companies
Can a company own it?NoYesYes
ManagementOne or more managers, individuals onlyOne or more managers, people or companiesBoard of at least 3, or a sole director with one shareholder; or a two-tier structure
Created byPrivate deed, no notaryNotaryNotary
Before formationBusiness permit firstBusiness permit if the activity needs oneBusiness permit if the activity needs one
Contributions in kindAllowedAllowed, valued in the articlesAllowed, with an auditor's valuation report
Selling shares to an outsiderApproval of 75% of the capital (articles can lower it, not below 50%)Approval of 75% of the capital (articles can lower it to 50%)Formalities depend on the share type: registered, bearer or dematerialised
General meetingOptional below 60 shareholders; written votes allowedOptional below 60 shareholders; written votes allowedNotice at least 15 days ahead, and 8 days to each shareholder
LiabilityLimited to contributionsLimited to contributionsLimited to contributions
RCS registration fee€14.61€105.91€105.91

Swipe the table sideways to see all three forms.

Sources: Guichet.lu, SARL-S · Guichet.lu, SARL · Guichet.lu, SA · LBR, RCS fee schedule

Which one if…

Five situations, five answers.

The rules that usually decide it. Your own situation can bring in others, which is what the free first call is for.

You start a trade or service with little capital, on your own or with a few partners, all individuals.

SARL-S

Starts from €1, no notary. Get your business permit first, and expect to convert to an SARL if the capital goes above €12,000.

Source: Guichet.lu, SARL-S

Your company will be owned by another company, such as a holding.

SARL or SA

An SARL-S cannot have a company as a shareholder.

Source: Guichet.lu, SARL-S

You want to keep control over who becomes a shareholder.

SARL

Selling shares to an outsider needs the approval of shareholders holding 75% of the capital, unless the articles lower it to 50%.

Source: Guichet.lu, SARL

You expect more than 100 shareholders.

SA

SARL and SARL-S are capped at 100 shareholders. Above that, they have one year to change form.

Sources: Guichet.lu, SARL · Guichet.lu, SARL-S

You want board-style governance.

SA

A board of directors, or a management and supervisory board, with terms of up to 6 years.

Source: Guichet.lu, SA

In detail

Each form, up close.

SARL-S

The SARL-S

The light version of the SARL, introduced for founders who start small.

  • Who can own itOnly individuals, never a company. Each person can hold shares in only one SARL-S at a time, unless the shares were inherited. They can still own an SARL or SA alongside.
  • CapitalFrom €1 to €12,000, fully paid up at formation, in cash or in kind. Above €12,000, the company must change its legal form.
  • FormationBy private deed, without a notary. The business permit comes first: the RCS registration requires it.
  • ManagementOne or more managers, who must be individuals, shareholders or not.
  • Name"SARL-S" follows the name on legal documents, together with "société à responsabilité limitée simplifiée".

Source: Guichet.lu, SARL-S

SARL

The SARL

Luxembourg's most common company form, with about two thirds of all companies.

  • Shareholders1 to 100, individuals or companies. A single-shareholder SARL is allowed.
  • CapitalAt least €12,000, fully subscribed and paid up at formation. Contributions in kind are valued in the articles.
  • ManagementOne or more managers, shareholders or not, individuals or companies, with no nationality requirement. They can be removed for legitimate reasons, unless the articles say otherwise.
  • DecisionsOrdinary decisions need a majority representing at least half the capital. Changing the articles needs a majority of shareholders representing three quarters of the capital. Below 60 shareholders, votes can be in writing.
  • Share transfersFree between shareholders unless the articles say otherwise. To an outsider, approval of shareholders holding 75% of the capital, which the articles can lower to 50%.

Sources: Guichet.lu, SARL · Law of 10 August 1915, art. 710-26

SA

The SA

The public limited company, chosen by larger businesses but open to small ones.

  • ShareholdersOne or more, individuals or companies.
  • CapitalAt least €30,000, with at least a quarter paid up at formation. Contributions in kind need a valuation report by an approved statutory auditor.
  • ManagementA board of at least 3 directors, or a single director when there is one shareholder. Or a two-tier structure: a management board and a supervisory board. Terms last up to 6 years and can be renewed.
  • MeetingsNotice published at least 15 days before the meeting, and sent to shareholders at least 8 days before.
  • SupervisionA commissaire supervises the company until it passes the audit thresholds; then an approved statutory auditor audits the accounts.

Sources: Guichet.lu, SA · CNC, guidance 24/034 on the new size criteria

What they share

Same taxes, same filings.

Whatever the form, the company is taxed and files the same way.

Taxes

All three pay corporate income tax, municipal business tax and the minimum net wealth tax, and register for VAT if they need to. See our guides to corporate tax and VAT.

Sources: Guichet.lu, SARL · Guichet.lu, municipal business tax

Accounts and audit

All three approve their accounts within 6 months and file them with the RCS within 7. An audit becomes compulsory above two of three limits: €7.5m balance sheet, €15m turnover, 50 employees. See our guide to annual accounts.

Sources: Guichet.lu, SARL · CNC, guidance 24/034 on the new size criteria

What it costs

Setting one up.

For the full step-by-step, see setting up a company in Luxembourg.

Official fees and notary

  • RCS registrationSARL or SA€105.91
  • RCS registrationSARL-S€14.61
  • Notary, simple SARLOur estimate, €12,000 capital€1,500 to €2,000
  • Notary, SARL-SPrivate deednone

RCS fees exclude VAT. The notary determines the final notary fee, which depends on the complexity of the file.

Sources: LBR, RCS fee schedule · Guichet.lu, SARL-S

Finbros fees

  • IncorporationNotary, bank and RCS coordinated€1,250
  • RBE registration€100
  • VAT registration€250
  • AccountingStarter planfrom €250 a month

Source: Finbros services and rates

Ready when you are

Pick your form, we handle the rest.

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Rules and fees as they apply in November 2026. General information, not legal advice for your situation. Part of the Finbros Encyclopedia.