Setting up a SARL-S in Luxembourg

The SARL-S is incorporated by private deed, with no notary involved. Ease Advisory prepares your file and takes you through to registration with the Trade and Companies Register.

The SARL-S at a glance

• Share capital between EUR 1 and less than EUR 12,000 — the threshold above which the ordinary SARL applies.
• Incorporation by private deed, using standardised articles of association: no notarial deed, and therefore no deed costs.
• Shareholders and managers must all be natural persons. A company can be neither a shareholder nor a manager of a SARL-S.
• One SARL-S per person. A natural person cannot hold shares in more than one SARL-S at a time, except for shares received through inheritance.
• Corporate object limited to activities that require a business permit. That is what rules out, in particular, the mere holding of participations.
• A reinforced legal reserve. Each financial year, at least 5% of net profit is allocated to a non-distributable reserve, until that reserve and the share capital together reach EUR 12,000.

In every other respect — governance, annual accounts, filing with the RCS, taxation — the SARL-S follows the rules of the ordinary SARL.

Who can set up a SARL-S

Three conditions apply together, and it is the third that rules out the most projects.

• Being a natural person. The form is closed to companies, whether as a shareholder or as a manager.
• Not already holding shares in another SARL-S. The limit applies per person, not per company.
• Carrying on an activity that requires a business permit: commercial, craft, industrial or advisory. The permit rests on the manager's qualification or experience, their professional standing, and the existence of premises in Luxembourg.

This third condition has a consequence that is often discovered too late: holding participations does not require a business permit, and therefore cannot be housed in a SARL-S. A holding project calls for a different form — see our page Holding & SOPARFI.

The incorporation steps

1. Choosing the legal form and framing the project.
2. Drafting the articles of association.
3. Applying for the business permit from the Ministry of the Economy.
4. Opening the bank account and paying up the capital.
5. Registration with the Trade and Companies Register.
6. Tax and VAT registration.

What we take care of

We handle the file from end to end:

• framing the legal form and drafting the corporate object so that it matches the permit applied for;
• drafting the articles of association;
• assembling, filing and following up the business permit application;
• registration with the Trade and Companies Register;
• VAT registration and the manager's affiliation with the Joint Social Security Centre;
• setting up the accounts from the first financial year.

Two steps necessarily remain yours: signing at the bank, which requires you to be there in person, and providing your personal supporting documents — identity document, diplomas or evidence of experience, criminal record extract.

Timelines actually observed

Allow four to eight weeks between the first meeting and registration. By far the most variable item is the business permit.

• Preparing the file and the articles of association: about one week.
• Business permit: two to six weeks depending on how complex the file is.
• Incorporation and registration with the RCS: one to two weeks.
• VAT and CCSS affiliation: in parallel with the steps above.

The chancellery duty payable to the State for the business permit is EUR 50.

SARL-S or ordinary SARL: how to choose

The choice depends on the capital available, on who the shareholders are, and on your growth prospects. Our detailed comparison of Luxembourg legal forms is set out in our article Setting up a company in Luxembourg: steps, timelines and real costs.

In practice, the SARL-S suits a services or advisory project run by one or more natural persons who want to start without tying up EUR 12,000. As soon as a company has to appear in the share capital, or the capital has to exceed that threshold, the ordinary SARL becomes the right form.

After incorporation: your obligations

Once the company is registered, the ongoing obligations begin. We handle accounting and reporting, tax and compliance, as well as payroll and HR administration.