Create SARL-S in Luxembourg | Financial Services

Setting up a SARL-S (Société à Responsabilité Limitée Simplifiée)

In Luxembourg involves a few steps, and this legal structure is quite popular among small businesses and entrepreneurs due to its simplicity and low cost. Below are the key steps you’ll need to follow:

1. Eligibility

• Who can create a SARL-S: The SARL-S is intended for natural persons, meaning it can only be created by individuals and not by companies. The individual must be directly involved in the management of the business.
• Capital requirements: One of the advantages of the SARL-S is the low capital requirement. You can start with a minimum share capital of just €1, but it must be between €1 and €12,000.

2. Choosing a Company Name

 A minimum of 2 partners and a maximum of 100 partners can create the SARL, it can also be a one-person company: The EURL does not exist in Luxembourg ! 

• Your company name must be unique and must not conflict with any existing company names in Luxembourg. You can check the availability of the desired name on the Registre de Commerce et des Sociétés (RCS) website.
• The company name must include the term "SARL-S" to indicate its legal form.

3. Drafting the Articles of Incorporation

Unlike a regular SARL, the SARL-S does not require a notarial deed to be established. You can draft the articles of incorporation yourself or with legal assistance. These should include details like:

• The company’s name and address
• The purpose of the company
• The share capital and shareholders' details
• The management structure

4. Bank Account

• Open a business bank account in Luxembourg in the company’s name.
• Deposit the initial share capital in this account (minimum €1).
• The bank will issue a certificate confirming the deposit, which you will need for registration purposes.

5. Company Registration

• Register your company with the Registre de Commerce et des Sociétés (RCS), which is Luxembourg’s commercial register.
• Submit the following documents:
  • Articles of incorporation
  • Bank certificate showing the deposited capital
  • Copy of the shareholder(s) and manager(s)’ ID documents
• Pay the registration fee.

6. Tax and VAT Registration

• After the company is incorporated, you need to register for tax with the Administration des Contributions Directes (ACD) and apply for a VAT number with the Administration de l’Enregistrement et des Domaines if applicable.
• SARL-S companies are subject to corporate tax, but there may be specific exemptions and benefits for small businesses.

7. Obtain Business Licenses

• Depending on the nature of your business, you may need a specific business license. Some sectors, such as financial services, require special permits from the relevant authorities.
• Apply for a business license from the Ministry of Economy (through Guichet.lu) if applicable.

8. Social Security Registration

• As the owner or manager of a SARL-S, you will need to register with Luxembourg's social security system (CCSS).
• If you have employees, you must also register them and handle payroll obligations.

9. Optional: Seek Professional Assistance

Though SARL-S formation is designed to be simple, you may want to consult a lawyer or an accountant to ensure everything is in order, especially with tax and legal obligations.     

10. Start Operating

Once all the registration steps are complete, your SARL-S can begin its operations legally in Luxembourg.

Key Points:

• Costs: Setting up a SARL-S is relatively low-cost compared to other business structures. However, costs may vary depending on legal and administrative fees.
• Simplified management: The SARL-S is a simplified structure but still benefits from limited liability protection.