Setting Up a SARL-S (Société à Responsabilité Limitée Simplifiée) in Luxembourg     

The SARL-S is a simplified legal structure tailored for small businesses and entrepreneurs in Luxembourg. 

Its simplicity, affordability, and limited liability protection make it a popular choice. 

Below is a step-by-step guide to establish a SARL-S effectively. Key Steps to Set Up a SARL-S:

1. Eligibility

• Who can create a SARL-S: Only natural persons (individuals) can establish a SARL-S. The founder must actively manage the business. Companies cannot act as founders.
• Capital requirements: 
  • Minimum share capital: €1
  • Maximum share capital: €12,000
  • Flexibility in capital requirements makes it ideal for entrepreneurs with limited initial funding.

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 ! 

• Ensure the company name is unique and doesn’t conflict with existing names (check availability on the RCS website with a negatif certificate).
• The name must include “SARL-S” to indicate its legal structure.

3. Drafting the Articles of Incorporation

• Unlike a standard SARL, a SARL-S does not require a notarial deed.
• The articles of incorporation should include:
  • Company name and address
  • Business purpose
  • Share capital and shareholder details
  • Management structure

 Bank Account

• Open a corporate bank account in Luxembourg.
• Deposit the share capital (minimum €1).
• Obtain a bank certificate confirming the deposit. This document is required for registration.
  

5.Company Registration

• Register your SARL-S with the Registre de Commerce et des Sociétés (RCS)by submitting:
  • Articles of incorporation
  • Bank certificate confirming capital deposit
  • Copies of shareholder(s) and manager(s)’ ID documents
  • Pay the registration fee to complete the process.

6. Tax and VAT Registration

• Register for corporate tax with the Administration des Contributions Directes (ACD).
• Apply for a VAT number with the Administration de l’Enregistrement et des Domaines (if applicable).
• SARL-S companies may qualify for specific tax benefits for small businesses.

7. Obtain Business Licenses

• Apply for a business license from the Ministry of Economy (via Guichet.lu) if your business activity requires it.
• Certain sectors, such as financial services, may require additional permits.

8. Social Security Registration

• Register with Luxembourg’s Centre Commun de la Sécurité Sociale (CCSS).
• If hiring employees, register them as well and manage payroll obligations.

9. Optional: Seek Professional Assistance

Though SARL-S is designed for simplicity, consulting a lawyer or accountant can help ensure compliance with tax and legal requirements.

10. Start Operating

After completing the registration steps, your SARL-S can legally begin operations in Luxembourg.

Key advantages of SARL-S:

• Low Cost: Affordable setup costs with flexible capital requirements (from €1).
• Simplified Management: A straightforward governance structure while still benefiting from limited liability protection.
• No Notarial Deed Required: Articles of incorporation can be drafted independently, saving on notary fees.

Get started today with your SARL-S and take the first step toward your business success in Luxembourg!