Skip to Content

The Private Limited Liability Company (Société à Responsabilité Limitée – SARL)

The Private Limited Liability Company (Société à Responsabilité Limitée – SARL) is one of the most commonly used legal structures in Luxembourg. It is particularly well-suited for small and medium-sized businesses, as well as entrepreneurs seeking a secure and flexible framework.

What is a SARL?

A SARL is a company in which the liability of the shareholders is limited to their contributions. It combines operational simplicity with legal protection, making it an ideal structure for starting a business.

It is commonly used for:

  • SMEs,
  • commercial or craft activities,
  • family-owned or entrepreneurial businesses.

Requirements to Set Up a SARL

1. Minimum Share Capital

To incorporate a SARL in Luxembourg, a minimum share capital of EUR 12,000 is required.

This capital must be: 

— Fully paid up at the time of incorporation.

— Contributed in cash or in kind.

2. Number of Shareholders

A SARL can be formed by:

  • a single shareholder (single-member SARL),
  • or multiple shareholders (up to 100).

Shareholders may be individuals or legal entities.


3. Company Management

A SARL is managed by one or more managers, who may be:

  • shareholders,
  • or non-shareholders.

Compared to an SA, the governance structure is simpler and less formal.


Steps to Incorporate a SARL

1. Drafting the Articles of Association 

The articles define how the company operates, including: 

— Corporate purpose.

— Registered office.

— Distribution of shares.

— Management rules. 

Careful drafting is essential to prevent potential disputes between shareholders.

2. Deposit of Share Capital

The share capital must be deposited with a Luxembourg bank.A certificate confirming the deposit will be issued.



3. Notarial Deed

As with an SA, the incorporation of a SARL requires a notarial deed.The notary verifies compliance and formalizes the company’s creation.

4. Registration

The company must be registered with the Luxembourg Trade and Companies Register (RCS), which grants it legal personality.

5. Publication

An extract of the articles of association is published in the Electronic Compendium of Companies and Associations (RESA), making the company official and enforceable against third parties.