Société Anonyme (S.A.) — Luxembourg

A Société Anonyme (S.A.) is a Luxembourg public limited company governed by Title IV of the Law of 10 August 1915 on commercial companies, with a minimum share capital of EUR 30,000 of which at least 25% must be paid up at incorporation, one or more shareholders, and shareholders' liability capped at the amount of each contribution. With 23,007 active entities (85,731 including inactive), it is the standard form for listed and regulated entities, larger unlisted enterprises, joint ventures, and the typical legal wrapper for a [Soparfi](/library/soparfi) holding structure.

Governing law	Loi du 10 août 1915 (consolidated text, Title IV)
Minimum capital	EUR 30,000, with at least 25% paid up at incorporation (minimum EUR 7,500 deposited)
Shareholders	1 or more (no maximum)
Liability	Capped at each shareholder's contribution
Notarial deed	Required for incorporation
Share form	Registered or bearer (bearer immobilised with depositary since 2014)
Management	Single-tier conseil d'administration (≥3 members, 1 if single shareholder) or dual-tier directoire + conseil de surveillance
Tax regime	Opaque — CIT + municipal business tax + net wealth tax

What is a S.A. under Luxembourg corporate law?

The S.A. is the second of the two principal capital companies under Luxembourg law, governed by Title IV of the 1915 Law, distinguished from the S.à r.l. by free transferability of shares, the option to issue bearer shares, and the option to list shares publicly.

Shareholders of a S.A. are called actionnaires. The form is intuitu pecuniae — the capital matters, not the identity of the holders — which is why shares circulate freely and shareholder identities are not publicly registered. The Law of 10 August 2016 reduced the minimum capital from EUR 31,000 to EUR 30,000 and introduced minority shareholder rights for holders of at least 10% of voting rights.

The S.A. is the legal-form choice for listed companies (Luxembourg Stock Exchange and other regulated markets), CSSF-supervised entities such as banks, insurance and reinsurance undertakings, management companies, investment firms, and SICAV-style investment companies (which are S.A. by legal form, governed by additional sectoral laws), and most joint ventures requiring capital-raising flexibility or shareholder confidentiality.

How much share capital does a S.A. need?

The minimum share capital is EUR 30,000, of which at least 25% (a minimum of EUR 7,500) must be paid up at incorporation; any in-kind contribution requires an independent valuation by a réviseur d'entreprises agréé before the notarial deed is signed (Art. 420-1 of the 1915 Law).

Capital is expressed in EUR or in any currency convertible into EUR at incorporation. The 25% paid-up rule applies per share, not in aggregate — every individual share must be paid up to at least one-quarter of its nominal value. Cash contributions for the remaining 75% may be called up by the board at any time; the founders are jointly and severally liable for that unpaid balance vis-à-vis third parties and the company.

Unlike a S.à r.l., an in-kind contribution to an S.A. requires an independent valuation report from a réviseur d'entreprises agréé describing the contribution and the valuation method, addressed to the notary before incorporation. The réviseur cost is one of the practical differences between forming an S.A. and forming a S.à r.l.

Who can be a shareholder, and how are shares transferred?

A S.A. has one or more shareholders of any nationality or residence, and shares are freely transferable unless the articles of association introduce restrictions; bearer shares may be issued but must be immobilised with a Luxembourg professional depositary since the Law of 28 July 2014.

The single-member S.A. (société anonyme unipersonnelle) was introduced by the Law of 25 August 2006 — before that reform, an S.A. required at least two shareholders. There is no statutory cap on the number of shareholders; this is the defining structural difference from the S.à r.l. (capped at 100).

Shareholder identities are not publicly filed at the Registre de Commerce et des Sociétés (RCS). Only the directors (or the members of the directoire and conseil de surveillance) appear on the public RCS extract. The share register itself is kept at the registered office. Bearer-share owners are recorded by name and address in a register held by a professional depositary; that register is confidential but accessible to Luxembourg supervisory authorities, the Cellule de Renseignement Financier (CRF), and the tax authorities.

Beneficial owners — typically natural persons ultimately holding more than 25% of shares or voting rights — must additionally be filed at the Registre des Bénéficiaires Effectifs (RBE) under the Law of 13 January 2019. The RBE has its own access regime.

Who manages a S.A., and what governance applies?

The S.A. may be managed by a single-tier conseil d'administration (at least three directors, or one administrateur unique if there is a single shareholder), or by a dual-tier directoire and conseil de surveillance (a structure available since the Law of 25 August 2006); a general meeting of shareholders is mandatory at least once per year.

In the single-tier system, the conseil d'administration handles management and represents the company; day-to-day management may be delegated to one or more administrateurs-délégués. In the dual-tier system, the directoire manages and the conseil de surveillance (at least three members) supervises without participating in management.

Annual general meeting convocations are filed at the RCS and published in the Recueil électronique des sociétés et associations (RESA) at least 15 days before the meeting, and notified to registered shareholders at least 8 days in advance. Changes to the articles of association and capital increases (Art. 420-22 of the 1915 Law) require an extraordinary general meeting with a 50% quorum and a two-thirds majority. Capital-impairment rules apply: where the company has lost half of its share capital, the directors must convene a general meeting within two months to decide on continuation (Art. 100 of the 1915 Law) — a rule that applies to the S.A., not to the S.à r.l.

When does a S.A. need an auditor?

A statutory audit by a réviseur d'entreprises agréé is required when the S.A. 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; below those thresholds, every S.A. is currently required to appoint at least one commissaire aux comptes — a lighter oversight role subject to pending abolition under Bill 8286.

The audit thresholds were raised by the Grand-Ducal Regulation of 25 October 2024 implementing EU Directive 2023/2775. See Luxembourg audit thresholds for how the repetition criterion is calculated.

The commissaire aux comptes role distinguishes the S.A. from the S.à r.l.: every S.A. needs one (until Bill 8286 abolishes the role), regardless of size, where the S.à r.l. only needs one above 60 shareholders.

How is a S.A. taxed?

The S.A. is tax-opaque — taxed in its own name as a Luxembourg corporate taxpayer — and is subject to the same regime as the S.à r.l.: corporate income tax, municipal business tax, and net wealth tax.

The combined rate of corporate income tax and municipal business tax in Luxembourg-Ville is 23.87% (CIT 16% plus 7% solidarity surcharge plus 6.75% MBT, applicable since 1 January 2025). Net wealth tax is levied at 0.5% on net assets up to EUR 500 million (0.05% above), with a minimum charge starting at EUR 535. A S.A. holding qualifying participations may operate under the Soparfi regime to benefit from the participation exemption on dividends and capital gains — a tax-regime choice, not a different legal form.

How long does it take to incorporate, and what does it cost?

Practical total: four to ten weeks, dominated by the bank's KYC procedure to open the share-capital deposit account and, where applicable, the réviseur d'entreprises agréé valuation of in-kind contributions; the notarial step itself takes a few days.

Typical out-of-pocket costs include notarial fees (commonly EUR 1,800–3,000, higher than for a S.à r.l. given the more elaborate documentation), RCS publication and filing fees, and an autorisation d'établissement where the activity requires one. Where capital is contributed in kind, the réviseur d'entreprises agréé fee is the dominant additional cost — typically several thousand euros depending on the complexity of the valuation. The 25% paid-up rule means a minimum cash deposit of EUR 7,500 at incorporation, smaller than the EUR 12,000 required for a S.à r.l.

How does a S.A. file annual accounts?

Annual accounts are filed at the RCS via eCDF and LBR, with approval by the annual general meeting within 6 months of FY-end and filing within 1 month of approval.

S.A. below the small-undertaking thresholds may file in abridged format. Companies that exceed the réviseur thresholds file the full annual accounts together with the audit report and the management report.

How does the S.A. compare to the S.à r.l., SAS, and SCA?

	S.A.	S.à r.l.	SAS	SCA
Governing law	Loi 1915 (Title IV)	Loi 1915 (Title VII)	Loi 1915 (Title V, since 2016)	Loi 1915 (Title VI)
Minimum capital	EUR 30,000	EUR 12,000	EUR 30,000	EUR 30,000
Paid up at incorporation	25%	100%	25%	25%
Shareholders	1+ (no cap)	1–100	1+ (no cap)	1+ (no cap)
Notarial deed required	Yes	Yes	Yes	Yes
Share form	Registered or bearer (depositary)	Registered only	Registered or bearer (depositary)	Registered or bearer (depositary)
Mandatory AGM	Every year	If >60 partners	Determined by articles	Every year
Board of directors	Required (3, or 1 if sole shareholder)	Not required	Determined by articles (président mandatory)	Managed by general partner(s)
Shareholder identities public	No (only directors)	Yes (RCS)	No	Limited partners not public; general partners are
Can list shares publicly	Yes	No	No	Yes
Typical use	Listed, regulated, large unlisted, JVs, Soparfi	SMEs, holdings, family businesses, professional firms	Closely-held with high contractual flexibility	Family enterprises with active GP and passive LPs

The S.A. is the right form when shareholder anonymity, bearer-share flexibility, regulated-activity status, or listing capability matters. The S.à r.l. suits closely-held businesses willing to accept the public-shareholder register and 100-partner cap. The SAS, introduced by the 2016 modernisation, sits between the two: SA-like capital and share-transfer rules with SARL-like contractual flexibility on internal governance. The SCA is an SA variant with general partners (commandités) and limited partners (commanditaires) — most often used for family-controlled vehicles where the GP wants entrenched management without exposure to LP rotation.

What this means for different readers

For a founder choosing between forms

Pick the S.A. if you need to list shares publicly, plan to operate a CSSF-supervised activity, want bearer-share flexibility, or expect a wide and rotating shareholder base. Pick the S.à r.l. for a closely-held business where the lower capital threshold and the simpler governance matter, and where public shareholder disclosure is acceptable.

For an investor, counterparty, or lender

The S.A. you are dealing with discloses only its directors at the RCS; the shareholder register is held at the registered office and not public. Beneficial owners of more than 25% are filed at the RBE, accessible to professional subjects of the AML Law. Audited accounts are filed annually only where the réviseur thresholds are met; otherwise the company files abridged accounts reviewed by a commissaire aux comptes — a meaningful difference for credit-analysis depth.

For a journalist, researcher, or due-diligence analyst

Expect to find the directors, registered office, and articles of association publicly at the RCS. Shareholder identities are not in the public RCS extract — they require an RBE request (where the 25% threshold applies) or another lawful basis. Material events (board changes, capital changes, mergers, dissolutions) are published in the Recueil électronique des sociétés et associations (RESA) via the LBR portal. Audited accounts include the auditor's name; the audit firm itself is searchable at the auditor aggregator.

Common confusions

• The S.A. is not the same as the SAS. The société par actions simplifiée, introduced by the 2016 modernisation as a separate legal form, references the SA regime by default but allows much greater contractual freedom on internal governance. The SAS is found in Title V of the 1915 Law; the S.A. in Title IV.
• Bearer shares are not anonymous. Since the Law of 28 July 2014, bearer shares of a S.A. must be immobilised with a Luxembourg professional depositary, who records the name and address of each holder. The depositary's register is not filed at the RCS, but it is accessible to supervisory and tax authorities on a legal basis.
• Soparfi is not a legal form. It is a tax regime that any S.A. or S.à r.l. holding qualifying participations can elect into, to benefit from the participation exemption on dividends and capital gains.

Frequently asked questions

What is the difference between a Luxembourg S.A. and a S.à r.l.? The S.A. requires a minimum share capital of EUR 30,000 with 25% paid up at incorporation versus EUR 12,000 fully paid for the S.à r.l., has no shareholder maximum versus a cap of 100 for the S.à r.l., allows bearer shares (immobilised with a professional depositary since the Law of 28 July 2014) where the S.à r.l. is registered-only, requires an annual general meeting where the S.à r.l. requires one only above 60 shareholders, and keeps shareholder identities off the public RCS register (only the directors are listed) where the S.à r.l. files all shareholders publicly. The S.A. is the standard form for listed, regulated, and large unlisted enterprises.

Does a Luxembourg S.A. need an auditor? A statutory audit by a réviseur d'entreprises agréé is required where 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 (Grand-Ducal Regulation of 25 October 2024). Below those thresholds, every S.A. is currently required to appoint at least one commissaire aux comptes — a lighter oversight role. Bill of Law 8286, pending in the Chamber of Deputies, would abolish the commissaire requirement.

How are shareholders of a Luxembourg S.A. identified and disclosed? Shareholder identities are not publicly listed at the RCS — only the directors (or members of the directoire and conseil de surveillance) are filed publicly. The share register is held at the registered office. Bearer shareholders are recorded by name and address in a depositary's register held by a Luxembourg professional depositary, immobilised since the Law of 28 July 2014, and that register is not public. Beneficial owners holding more than 25% of voting rights or shares must be filed at the Registre des Bénéficiaires Effectifs (RBE) per the Law of 13 January 2019.

Can a Luxembourg S.A. be incorporated by a single shareholder? Yes, since the Law of 25 August 2006 introduced the single-member S.A. (société anonyme unipersonnelle). One shareholder is sufficient at incorporation and throughout the life of the company. In that case the board of directors may be reduced to a single member (administrateur unique), instead of the usual minimum of three. The shareholder may be a natural person or a legal entity, resident or non-resident.

Can a Luxembourg S.A. issue bearer shares? Yes. The S.A. may issue registered or bearer shares, or a mix. Since the Law of 28 July 2014, bearer shares must be immobilised with a Luxembourg professional depositary, who maintains a register of bearer-share owners. The depositary's register is confidential — it is not filed at the RCS — but Luxembourg supervisory authorities, the Cellule de Renseignement Financier, and tax authorities may access it on a legal basis. Bearer shares of an S.A. may only become freely circulating once the share capital is fully paid up.

Sources

• Law of 10 August 1915 on commercial companies (consolidated text, Title IV — Sociétés Anonymes), Légilux — legilux.public.lu/eli/etat/leg/loi/1915/08/10/n1/jo
• Law of 10 August 2016 modernising the 1915 Law (reduced SA minimum capital to EUR 30,000; introduced minority-shareholder action), Légilux — legilux.public.lu/eli/etat/leg/loi/2016/08/10/n3/jo
• Law of 25 August 2006 introducing the single-member S.A. and the dual-tier governance (directoire + conseil de surveillance), Légilux
• Law of 28 July 2014 on the immobilisation of bearer shares and units, Légilux
• Law of 13 January 2019 establishing the Register of Beneficial Owners (RBE), Légilux
• Grand-Ducal Regulation of 25 October 2024 updating accounting size criteria (transposing EU Directive 2023/2775), Légilux
• Bill of Law 8286 (pending) — modernisation of the accounting law (abolition of commissaire aux comptes), Chamber of Deputies
• Guichet.public.lu — Société Anonyme guide — guichet.public.lu
• Registre de Commerce et des Sociétés (LBR) — www.lbr.lu — authoritative source for Luxembourg active and inactive entity counts by legal form

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All article numbers, thresholds, and rules verified against the consolidated 1915 Law text, the Grand-Ducal Regulation of 25 October 2024, and Guichet.public.lu on Légilux as of 13 May 2026. Reviewed annually or sooner on regulatory change.

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