Incorporation of a Limited Liability Company (SARL)
The Luxembourg SARL: A Guide to Incorporation and Operation
The incorporation of a SARL in Luxembourg is a major legal step that must be formalized by a notarial deed or a private agreement, followed by an official registration with the Trade and Companies Register (RCS).
A SARL in the Grand Duchy can be formed by natural persons or legal entities, whose liability remains limited to their contributions:
- Number of shareholders: Between 2 and 100 shareholders (the legal maximum is now 100 in Luxembourg). The single-member SARL remains an option for a sole shareholder.
- Share Capital: The minimum capital is 12,000 €, fully paid up at the time of the company's creation.
Management is handled by one or more managers, shareholders or not, whose powers are defined by the articles of association. Supervisory rules change depending on the size of the structure:
- Supervision: An approved statutory auditor (commissaire aux comptes) is required if the company exceeds 60 shareholders (current legal threshold).
- General Meetings: Mandatory at least once a year if the number of shareholders is greater than 60. Votes can be cast in writing for smaller structures.
The liquidation of a SARL is initiated by the General Meeting, which appoints a dedicated liquidator. The procedure is finalized after examining the liquidator's report and obtaining final validation from the shareholders met in assembly.
