Société à Responsabilité Limitée (S.à r.l.) — Luxembourg
By Jarno Partanen · Last reviewed May 18, 2026
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A Société à responsabilité limitée (S.à r.l.) is a Luxembourg private limited liability company governed by the Law of 10 August 1915 on commercial companies, with a minimum share capital of EUR 12,000 fully paid up at incorporation, between 1 and 100 shareholders, and shareholders' liability capped at their contribution. With 73,575 active entities (151,906 including inactive), it is the most common legal form in Luxembourg, used by the majority of small and medium-sized businesses, family enterprises, holding vehicles, and professional service firms.
| Governing law | Loi du 10 août 1915 (consolidated text, Title VII) |
| Minimum capital | EUR 12,000, fully subscribed and fully paid up at incorporation |
| Shareholders | 1 to 100 (associés) |
| Liability | Capped at each shareholder's contribution |
| Notarial deed | Required for incorporation |
| Share form | Registered only (no bearer shares) |
| Management | One or more gérants; no board of directors required |
| Tax regime | Opaque — CIT + municipal business tax + net wealth tax |
What is a S.à r.l. under Luxembourg corporate law?
A S.à r.l. is one of the two principal capital companies under Luxembourg law, governed by Title VII of the 1915 Law, distinguished from the S.A. by its closer governance and its intuitu personae character.
The other principal capital company is the Société Anonyme (S.A.). Shareholders of a S.à r.l. are called associés. The Law of 10 August 2016 modernised the regime, broadening flexibility on share classes, written resolutions, and share-rights design. The form is by nature intuitu personae — the identity of partners matters — which is why share transfers to third parties face restrictions absent from the S.A.
Certain activities cannot be conducted in S.à r.l. form. Insurance and savings undertakings, regulated investment vehicles such as SICAV and SICAR, and credit institutions (banking) are reserved by separate laws to other forms. Holding investments via the Soparfi tax regime, or acting as an Alternative Investment Fund Manager, remains fully compatible with the S.à r.l. form.
How much share capital does a S.à r.l. need?
The minimum share capital is EUR 12,000, fully subscribed and fully paid up at incorporation (Art. 710-5 of the 1915 Law).
Capital can be denominated in EUR or in any currency with a measurable EUR-equivalent at incorporation. Contributions in kind are valued in the notarial incorporation deed; unlike an S.A., they do not require an independent auditor's valuation report.
Bill of Law 8669, adopted by the Luxembourg Parliament on 28 April 2026, allows the EUR 12,000 to be subscribed at incorporation but paid up to twelve months later, while preserving founder liability for unpaid amounts. The law takes effect on publication in the Mémorial; until then, the immediate-payment rule applies.
Who can be a shareholder, and how are shares transferred?
A S.à r.l. has between 1 and 100 shareholders, of any nationality or residence; transfers to third parties require the prior approval of associés representing at least three-quarters of the share capital (Art. 710-12 of the 1915 Law).
Shareholders may be natural persons or legal entities, resident or non-resident — Luxembourg corporate law imposes no nationality or residency condition. A single-shareholder S.à r.l. is common for holding vehicles. Above 100 shareholders, the company must convert to an S.A. or another suitable form within one year.
Each associé's identity, address, and shareholding are filed at the Registre de Commerce et des Sociétés (RCS) and are publicly searchable. The S.à r.l. issues only registered shares; bearer shares are not permitted. The three-quarters threshold for third-party transfers can be lowered to one-half by the articles. Transfers between existing shareholders and to a deceased shareholder's close family are exempt from the approval requirement unless the articles say otherwise.
Who manages a S.à r.l., and what governance applies?
The S.à r.l. is run by one or more gérants (managers); no board of directors is required, and a formal general meeting of shareholders is mandatory only where the company has more than 60 associés.
Managers may be shareholders or external persons, natural persons or legal entities, and may be of any nationality and residence. The articles of association set their powers.
The 60-shareholder threshold for a mandatory annual general meeting (assemblée des associés) sits in Art. 710-15 of the 1915 Law; it was raised from 25 to 60 by the Law of 10 August 2016. For smaller companies — the vast majority — collective shareholder decisions can be taken by written resolutions.
When does a S.à r.l. need an auditor?
A statutory audit by a réviseur d'entreprises agréé is required when the company exceeds, in two consecutive financial years, two of three thresholds: balance sheet total EUR 7.5 million, net turnover EUR 15 million, and 50 average full-time employees.
These thresholds were raised by the Grand-Ducal Regulation of 25 October 2024 implementing EU Directive 2023/2775, and apply to financial years starting on or after 1 January 2023. See Luxembourg audit thresholds for how the two-of-three test interacts with the consecutive-year repetition rule.
Separately, a commissaire aux comptes — a lighter oversight role — is required where the S.à r.l. has more than 60 associés. This role is subject to pending abolition by Bill of Law 8286.
How is a S.à r.l. taxed?
The S.à r.l. is tax-opaque — taxed in its own name as a Luxembourg corporate taxpayer — subject to corporate income tax, the municipal business tax, and net wealth tax.
The combined effective rate of corporate income tax and municipal business tax in Luxembourg-Ville is 23.87% from 1 January 2025 (CIT 16% plus a 7% solidarity surcharge plus MBT 6.75%). Net wealth tax runs 0.5% on net assets up to EUR 500 million (0.05% above), with a progressive minimum of EUR 535 / 1,605 / 4,815 since FY 2025.
A S.à r.l. can elect to operate under the Soparfi regime to benefit from the participation exemption on dividends and capital gains from qualifying shareholdings — a tax-regime choice layered on top of the legal form.
How long does it take to incorporate, and what does it cost?
Practical total: four to eight weeks, dominated by the bank's KYC procedure to open the share-capital deposit account; the notarial incorporation itself takes a few days.
A S.à r.l. is incorporated by notarial deed. Once documentation is in order, the deed is signed and RCS registration is completed within a few days. The bank-account bottleneck is the largest practical variable. Typical costs include notarial fees (commonly EUR 1,500–2,500), RCS publication and filing fees, and an autorisation d'établissement (business permit, required for commercial activities). Translation, domiciliation, and advisory fees vary by structure.
How does a S.à r.l. file annual accounts?
Annual accounts are approved by the associés within six months of FY-end and filed at the RCS within one month of approval, via eCDF and the LBR portal.
Entities below the small-undertaking thresholds may file in abridged format.
How does the S.à r.l. compare to the S.A. and the Sàrl-S?
| S.à r.l. | S.A. | Sàrl-S | |
|---|---|---|---|
| Governing law | Loi 1915 (Title VII) | Loi 1915 (Title IV) | Loi 23 juillet 2016 |
| Minimum capital | EUR 12,000 | EUR 30,000 | EUR 1 |
| Maximum capital | None | None | EUR 11,999 |
| Paid up at incorporation | 100% (deferral pending Bill 8669) | 25% | 100% |
| Shareholders | 1–100 | 1+ (no cap) | 1–100 (natural persons only) |
| Notarial deed required | Yes | Yes | No (private deed) |
| Share form | Registered only | Registered or bearer (depositary) | Registered only |
| Mandatory AGM | If >60 partners | Every year | If >60 partners |
| Board of directors | Not required | Required | Not required |
| Shareholder identities public | Yes (RCS) | No (directors only) | Yes (RCS) |
| Can list shares publicly | No | Yes | No |
| Typical use | SMEs, holdings, family businesses, professional firms | Listed companies, regulated entities, joint ventures | Solo entrepreneurs, micro-businesses |
The S.à r.l. is generally the right choice for closely-held businesses needing limited-liability protection without listing aspirations. The S.A. fits when bearer shares, listing capability, or higher governance formality matter. The Sàrl-S is a reduced-capital onramp for individual entrepreneurs and converts into a standard S.à r.l. once capital crosses EUR 12,000.
What this means for different readers
For a founder choosing between forms
If your project is closely held, does not need to raise capital from many shareholders, and does not aim at a public listing, the S.à r.l. is the standard choice. Use the S.A. if you need bearer-share flexibility, plan to list, or operate a regulated financial-sector activity. Use the Sàrl-S only if you cannot mobilise EUR 12,000 at incorporation and are a natural person.
For a cross-border worker, employee, or supplier
A S.à r.l. employer is a privately-held company with limited-liability protection at the company level. Standard Luxembourg labour, social-security, and commercial-payment rules apply. Shareholder identities are publicly searchable at the Registre de Commerce et des Sociétés — useful for verifying who controls the company you are dealing with.
For a journalist, researcher, or due-diligence analyst
Expect to find each associé's identity, address, and shareholding publicly filed at the RCS. Annual accounts are filed within seven months of FY-end (six-month approval window plus one month to file); small undertakings may file abridged versions. Material events (manager changes, capital changes, transfers) are published in RESA via the LBR portal.
Common confusions
- Soparfi is not a legal form. It is a tax regime that any S.à r.l. or S.A. holding qualifying participations can elect into, to benefit from the participation exemption on dividends and capital gains.
- The Sàrl-S and the S.à r.l. are distinct forms. The Sàrl-S, introduced by the Law of 23 July 2016, is governed by its own provisions and is open only to natural persons, with capital between EUR 1 and EUR 11,999.
Frequently asked questions
What is the difference between a S.à r.l. and a S.A. in Luxembourg? A S.à r.l. has lower minimum capital (EUR 12,000 vs EUR 30,000 for an S.A.), a cap of 100 shareholders (no cap for an S.A.), registered shares only (no bearer shares), and lighter governance — no board of directors required and shareholder identities are public at the Registre de Commerce et des Sociétés. An S.A. allows wider ownership, can list shares publicly, and is the standard form for larger enterprises, regulated entities, and joint ventures.
Does a Luxembourg S.à r.l. need an auditor? Not automatically. A statutory audit by a réviseur d'entreprises agréé is required if the company exceeds, in two consecutive financial years, two of three thresholds: balance sheet total EUR 7.5 million, net turnover EUR 15 million, and 50 full-time employees (Grand-Ducal Regulation of 25 October 2024). The commissaire aux comptes — a lighter oversight role — is required where the S.à r.l. has more than 60 associés, and is subject to pending abolition under Bill 8286.
How long does it take to incorporate a S.à r.l. in Luxembourg? The notarial step takes a few days once documentation is ready. In practice the total runs four to eight weeks, dominated by the KYC procedure to open the share-capital deposit account at a Luxembourg bank. Bill 8669, adopted by the Luxembourg Parliament on 28 April 2026, allows capital to be paid up to twelve months after incorporation once it takes effect on publication in the Mémorial.
Can a non-resident own or manage a Luxembourg S.à r.l.? Yes. Luxembourg corporate law imposes no nationality or residency condition on shareholders or gérants; both can be natural persons or legal entities, resident or non-resident. The company must, however, maintain its registered office in Luxembourg and conduct its effective management from Luxembourg to be treated as a Luxembourg tax resident.
Can a S.à r.l. issue different classes of shares? Yes. Since the modernisation introduced by the Law of 10 August 2016, the S.à r.l. can issue multiple classes of shares with different economic and voting rights, subject to the articles of association (Art. 710-9 et seq. of the 1915 Law). Bearer shares remain prohibited — shares are always registered.
Sources
- Law of 10 August 1915 on commercial companies (consolidated text), Légilux — legilux.public.lu/eli/etat/leg/loi/1915/08/10/n1/jo
- Law of 10 August 2016 modernising the 1915 Law, Légilux — legilux.public.lu/eli/etat/leg/loi/2016/08/10/n3/jo
- Law of 23 July 2016 establishing the Sàrl-S, Légilux
- Grand-Ducal Regulation of 25 October 2024 updating accounting size criteria (implementing EU Directive 2023/2775), Légilux
- Bill of Law 8286 (pending) — modernisation of the accounting law and abolition of the commissaire aux comptes, Chamber of Deputies
- Bill of Law 8669 (adopted on first constitutional vote 28 April 2026) — deferred payment of SARL minimum share capital, Chamber of Deputies; CMS legal update 28 April 2026
- PwC Luxembourg Tax Summaries — combined CIT + MBT rate of 23.87% (CIT 16% + 7% solidarity surcharge + MBT 6.75% in Luxembourg-Ville) applicable from 1 January 2025
- Guichet.public.lu — SARL guide for entrepreneurs
- Registre de Commerce et des Sociétés (LBR) — www.lbr.lu — authoritative source for Luxembourg active and inactive entity counts by legal form