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SARL-S business in Luxembourg

7 min

What is a SARL-S business

Initially let’s briefly talk about what a SARL business is.

SARL
The limited liability company (SARL= société à responsabilité limitée) is a special type of commercial company and the most common form of company today in Luxembourg, mostly because it applies in most types of business and it is easy to set up without requesting a tremendous amount of capital. It shares characteristics from both a limited company and those of a partnership. Two thirds of Luxembourgish companies choose this type. Simply put, a SARL can protect shareholders’ personal assets from potential company debts as their liability is limited to the amount of capital they initially invested.

There are also two sub-forms of the classic SARL, one called ‘single-member’ SARL, which is an exception to the company law, allowing one single associate to set up a SARL, and SARL-S, which is a simplified version of the traditional SARL, with minimum initial investment one euro - that is why it is also called ‘SARL for a euro’.

The SARL-S was introduced in 2016, in order to lower financial obstacles for new businesses. With the capital to start a SARL-S business being minimal, entrepreneurs can benefit from limited liability while at the same time they keep the cost low. This business form is ideal for small businesses, such as sole entrepreneurships, family businesses, startups and also freelancers.

Comparison between SARL and SARL-S in Luxembourg

In this comparative table below, you can see the key differences between SARL and SARL-S in order to decide which type matches you and your company best:
MatterSARLSARL-S
Minimum Capital needed12,000 euros. 1 euro.
Maximum Capital allowedNo limit.12,000 euros or you must become a SARL.
Who is it best forIndividuals or companies (natural or legal persons), maximum 100 partners, ideal for medium sized and large enterprises.Limited to individuals (natural persons) only, maximum 100 partners, ideal for startups and smaller businesses with limited resources.
Opening and development processHigh administrative costs, requires a notary for incorporation, more credible to banks, partners and investors due to higher capital.Simple and with low cost, no notary needed, less credible due to lower financial requirements, must convert to a SARL when the capital exceeds 12,000 euros.
LiabilityLimited to the partners’ contributions.Same as SARL.
ManagementManaged by one or more individuals who can either be external collaborators or partners or legal entity.Same as SARL.
RestrictionsNo restrictions for business activities, flexibility for both individuals and companies to be partners.Limited to specific activities, only individuals can be partners.
TaxesCommunity income tax, local business tax and VAT obligations.Same as SARL.
Incorporation

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Pros and cons of opening a SARL-S in Luxembourg

The SARL-S form of business is specifically designed to make a new business easily accessible at minimal cost and processes. The limited liability protection is the number one advantage of a SARL-S business and the set up process being very straightforward and easy makes this type of business especially attractive to small business owners. However, its capital is restricted which means it limits access to larger partnerships.

Let’s see those pros and cons though more in detail, on the table below:
✅ Advantages⚠️ Disadvantages
Limited liability. It can protect partners’ personal assets from potential company debts as their liability is limited to the amount of capital they initially invested.Capital limitations. In order for the company to remain a SARL-S, the capital cannot exceed 12,000 euros otherwise the company needs to convert to a standard SARL.
Flexibility. Ideal for small to medium size businesses, it usually has one or more managers, either partners or not - they don’t have to be.Limited activities. The SARL-S status does not permit any kind of business, so there is a chance that  your activity might not be eligible.
Low set up cost and simple formation process. The initial set up cost is less just one euro therefore ideal especially for small businesses. Also, it is faster and easier to set up, with minimal cost.Credibility and profit distribution. The low capital can make the company less attractive to banks, investors and larger business partners.

The final decision of opening a SARL-S in Luxembourg heavily depends on the type, size and conditions of your business. Starting a business is never an easy decision and it requires a lot of research and preparation in advance, so it is great to have a good understanding of the advantages and disadvantages of this type of company to be able to make an informed decision. A SARL-S can definitely be a great option for a new business set-up, if it matches your specific requirements and financial needs.

FAQ

I am a freelancer in Luxembourg. Is my best option a SARL-S then?

It is the most common choice, with minimal cost and simplified opening process.

What is the minimum capital needed for a SARL-S company in Luxembourg?

Only 1 euro! That is why SARL-S is often mentioned as a “one-euro company”. Of course, if the company evolves and the company’s value rises more than 12,000 euros, then it has to be converted to SARL.

Who can I ask for more information regarding opening a SARL-S business in Luxembourg?

Here are some governmental resources below, but you could also consult lawyers, notaries and accountants, but network as well in events organized by House of Entrepreneurship (https://www.houseofentrepreneurship.lu), Luxxinnovation (https://luxinnovation.lu) or Startup Luxembourg (https://startupluxembourg.com).

    

Useful contacts

Guichet.lu (Luxembourg Government Portal)

This is the main, official governmental portal in Luxembourg, which provides step-by-step guides on setting up a SARL-S, including legal, administrative, and tax requirements.

🌐 Website: guichet.lu

📞 Contact: Reach out via their online contact form, where you could also book an appointment for a physical meeting.

    

Luxembourg Business Registers (RCSL)

The RCSL is responsible for registering all businesses, including SARL-Ss, therefore they can assist you during the registration process.

🌐 Website: lbr.lu

✉️ Email: helpdesk@lbr.lu 

   

Chamber of Commerce (Chambre de Commerce)

The Chamber of Commerce offers resources, training, and support for entrepreneurs in Luxembourg.

🌐 Website: cc.lu

✉️ Email: info@cc.lu  

📞 Phone: +352 42 39 39 310