Choose a Sàrl-S if every shareholder is a natural person, the trade needs a business permit, and €1 to €12,000 of share capital is enough. Choose a Sàrl when a company will hold shares, the object falls outside the permit trades, or you need more than €12,000. Its minimum is €12,000, and since 2026 the cash part can be paid up over 12 months. An SA starts at €30,000. Both Sàrl forms stop at 100 shareholders, and the tax bill is the same whichever you pick.
Once the form is picked, the work that follows is drafting the statutes and filing the RCS registration for it.
See what company formation includes, from €899Which form can you actually use?
The Sàrl-S rules set the floor at €1 and the Sàrl rules at €12,000. The société anonyme starts at €30,000, with capital fully subscribed and at least one quarter paid up at incorporation.
A Sàrl-S register admits only natural persons — a company can never be a shareholder. An investor's holding company therefore forces the standard Sàrl. On top of that, a natural person may not be a shareholder in more than one SARL-S at the same time. The rule has one exception: the one-SARL-S-per-person rule does not apply where the shares were transferred following the death of another shareholder. A Sàrl-S needs at least 1 partner.
| What differs | Sàrl-S | Sàrl |
|---|---|---|
| Minimum share capital | €1 | €12,000 |
| Shareholder ceiling | 100 | 100 |
| Corporate object | craftsmen, traders, manufacturers and certain liberal professions, activities covered by a business permit | any corporate object |
| Incorporation deed | a private deed — a notarised document is not required | a notarial deed — the company must be formed in the presence of a notary |
When does the share capital actually have to be paid?
A Sàrl still needs €12,000 of share capital, but since 2026 the cash no longer has to sit in the account on the day the deed is signed. Cash contributions can be paid up within 12 months of incorporation. The change comes from the Law of 18 May 2026 amending the amended Law of 10 August 1915 on commercial companies, which introduced deferred paying-up of the minimum share capital of limited liability companies.
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The simplified form goes further: for a SARL-S the deferred paying-up option covers the entire share capital subscribed at incorporation. The exception catches founders who contribute equipment or code: shares issued on incorporation in consideration for contributions in kind must still be fully paid up at incorporation — only cash contributions can be deferred.
Does the Sàrl-S limit what the business may do?
Yes. The simplified form is open to craftsmen, traders, manufacturers and certain liberal professions, activities covered by a business permit. A pure holding company or a financing vehicle sits outside that list and cannot use it. A standard Sàrl may pursue any corporate object, with one carve-out: insurance, savings and investment undertakings, which cannot be set up as a SARL.
Whichever form you register, the business permit application carries a €50 chancellery fee (droit de chancellerie), and the Ministry has 3 months to reply.
Does the legal form change the tax bill?
No, picking a Sàrl-S over a Sàrl or an SA does not change a single rate. Corporate income tax (impôt sur le revenu des collectivités) is 14% on taxable income up to €175,000 and 16% from €200,000. Between the two bands the charge is €24,500 + 30% of the income above €175,000. With the 7% employment fund surcharge and municipal business tax added, a company seated in Luxembourg City pays 23.87% all in.
The municipal business tax in Luxembourg City applies a 225% coefficient, so the local rate is 6.75%.
Net wealth tax (impôt sur la fortune) has a minimum: €535 a year for a balance sheet up to €350,000, €1,605 up to €2,000,000 and €4,815 above that. A Sàrl-S with a tiny balance sheet pays the same €535 minimum as an SA holding identical assets.
When must a Sàrl-S become a Sàrl?
Under the Sàrl-S rules, the company must change its legal form if the share capital exceeds EUR 12,000. Crossing 100 shareholders gives the company 1 year to change its legal form. The guichet page gives no period for the capital trigger, so plan the change before the increase. Either way the decision rests with a meeting of shareholders.
Staying small has a quiet cost. Each year 5% of the profit goes to a legal reserve, and the allocation continues until the legal reserve and the share capital together reach €12,000, and then it stops.
What happens once the form is chosen?
The same file follows for both forms: the articles of association, the RCS and RBE registration, and for a Sàrl the notarial deed. A Sàrl-S skips the notary but not the register. Drafting the statutes and filing the RCS registration comes first, because the articles of association must be registered with the Trade and Companies Register before the permit is definitively granted.
Figures verified against guichet.public.lu, guichet.public.lu, guichet.public.lu, legilux.public.lu, impotsdirects.public.lu, legilux.public.lu, impotsdirects.public.lu, guichet.public.lu on 2026-09-11.