Complete Guide: Creating an SARL in Luxembourg 2025
Everything you need to know about creating an SARL in Luxembourg: minimum capital, articles of association, registration formalities, timelines, and detailed costs.
Updated: December 2025
The SARL (Société à Responsabilité Limitée / Limited Liability Company) is the most popular legal form in Luxembourg, representing over 80% of new incorporations. This guide walks you through the process step by step.
What is a Luxembourg SARL?
An SARL is a commercial company where shareholders' liability is limited to their contributions. It combines management flexibility with personal asset protection, making it the ideal choice for SMEs and subsidiaries of international groups.
Key Characteristics
| Characteristic | SARL |
|---|---|
| Minimum capital | €12,000 (fully paid up) |
| Number of shareholders | 1 to 100 shareholders |
| Liability | Limited to contributions |
| Management | 1 or more managers (individuals or legal entities) |
| Shares | Non-negotiable, restricted transfer |
Share Capital: What You Need to Know
The minimum capital of €12,000 must be fully paid up at incorporation. This means funds must be deposited in a blocked bank account before signing the articles of association at the notary.
Types of Contributions
- Cash contributions: money deposited in the company's account
- Contributions in kind: assets (real estate, equipment, patents) - require a report from an auditor if the value exceeds certain thresholds
Tip: For a standard SARL, prefer cash contributions to simplify and accelerate the incorporation process.
Incorporation Process: Step by Step
Step 1: Preparation (1-2 weeks)
- Choose company name (check availability with RCS)
- Define corporate purpose
- Identify shareholders and managers
- Prepare KYC documents (passports, proof of address)
Step 2: Bank Account Opening (1-2 weeks)
Open a bank account in Luxembourg for capital deposit. The bank will issue a certificate of blocked funds required for the notarial deed.
Step 3: Drafting Articles of Association
The articles of association must contain:
- Company name
- Registered office (address in Luxembourg)
- Corporate purpose (company activities)
- Share capital and distribution of shares
- Identity of founding shareholders
- Company duration (limited or unlimited)
- Management structure and managers' powers
Step 4: Notarial Deed (1 day)
Incorporation of an SARL requires an authentic deed before a Luxembourg notary. Shareholders (or their proxies) must be present or represented.
Step 5: Registration (3-5 days)
- RCS: Registration with the Trade and Companies Register
- Publication: Publication in the Mémorial C (RESA)
- VAT: VAT registration (if applicable)
- Social security: Manager's affiliation
SARL Incorporation Costs
| Item | Estimated Cost |
|---|---|
| Notary fees | €1,000 - €1,500 |
| Registration fees | €75 |
| RCS publication | ~€200 |
| Legal fees | €1,500 - €3,000 |
| Domiciliation (1 year) | €1,200 - €3,000 |
| Estimated total | €4,000 - €8,000 |
These costs are in addition to the minimum share capital of €12,000.
Post-Incorporation Obligations
Accounting Obligations
- Maintain regular accounting records
- Prepare annual financial statements
- File accounts with RCS (within 7 months of year-end)
- Audit required if 2 of 3 thresholds exceeded: €4.4M balance sheet, €8.8M turnover, 50 employees
Tax Obligations
- Corporate income tax return (IRC)
- Municipal business tax return (ICC)
- VAT returns (if registered)
- Net wealth tax (0.5% of net assets)
Tax Rates
| Tax | Rate |
|---|---|
| IRC (income ≤ €175,000) | 15% |
| IRC (income > €175,000) | 17% |
| Employment fund contribution | 7% of IRC |
| ICC (Luxembourg City) | 6.75% |
| Effective global rate | ~24.94% |
SARL vs Other Legal Forms
| Criterion | SARL | SA | SARL-S |
|---|---|---|---|
| Minimum capital | €12,000 | €30,000 | €1 |
| Shareholders | 1-100 | 1+ | 1-100 |
| Negotiable shares | No | Yes | No |
| Notary required | Yes | Yes | No |
| Ideal for | SMEs, subsidiaries | Large companies | Startups, freelancers |
Frequently Asked Questions
Can a non-resident create an SARL in Luxembourg?
Yes, there are no nationality or residence restrictions for shareholders or managers of a Luxembourg SARL.
Is a physical office in Luxembourg required?
Yes, the company must have a registered office address in Luxembourg. Domiciliation services are available if you don't have your own premises.
How long does it take to create an SARL?
With all documents ready and bank account opened, incorporation can be completed in 2-3 weeks. The timeline mainly depends on bank account opening.
Can an SARL be created remotely?
Yes, with a notarized power of attorney, you can incorporate your SARL without traveling to Luxembourg. Our teams can represent you.
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