The Sàrl-S: how to incorporate in Luxembourg without a notary

A Sàrl-S — often typed SARL-S or simply SARLS — is incorporated by a private deed — a notarised document is not required. Its share capital runs from €1 to €12,000 inclusive, and what forces a change of legal form is exceeding the ceiling rather than reaching it.

The ownership rule is blunt: only natural persons — a company can never be a shareholder. There may be between 1 and 100 shareholders, and a natural person may not be a shareholder in more than one SARL-S at the same time.

It is open to a listed set of trades — craftsmen, traders, manufacturers and certain liberal professions, activities covered by a business permit — so a permit file is part of every Sàrl-S rather than an optional extra. Everything else a Luxembourg company does — permit, register, VAT, social security, annual accounts — is unchanged.

Those rules were read on the guichet.public.lu Sàrl-S page and on Legilux in August 2026. One of them moved during 2026: the point at which the capital has to be paid up.

What "without a notary" actually covers

A Sàrl-S is a private limited liability company under the same Law of 10 August 1915 as any other Sàrl. Three things separate the two: the capital band, who may hold the shares, and the founding document. A standard Sàrl requires a notarial deed — the company must be formed in the presence of a notary. The Sàrl-S does not, and that is the entire "without a notary" story.

The exemption is written for the incorporation itself. What happens on a later change of legal form, the published rule is conditional rather than absolute: the absence of an authentic deed is a ground of nullity of the transformation wherever such a deed is required. That is a rule about the consequence, not about the trigger. It does not say that a deed is always required, and the Sàrl-S rules do not settle which transformations fall inside the condition.

Two obligations come attached to the low capital. Each year, 5% of profits must be set aside into a legal reserve until capital plus reserve reach €12,000. And the form is disclosed by design: the name must appear on all company documents followed by the mention SARL-S.

The restrictions the form comes with

The simplification is paid for with eligibility rules. They are easy to miss because they sit on the shareholders and on the capital rather than on the activity, so nothing flags them at the moment you pick the form. They surface later — when a filing is rejected, when a co-founder turns out to hold a Sàrl-S already, or when a growth event pushes the company past one of the two ceilings. All five sit on the same guichet page.

• Individuals hold the shares. The form admits only natural persons — a company can never be a shareholder.
• One per person. The law provides that a natural person may not be a shareholder in more than one SARL-S at the same time. There is one carve-out: the one-SARL-S-per-person rule does not apply where the shares were transferred following the death of another shareholder.
• Between 1 and 100 shareholders. The ceiling bites late, and it comes with a clock attached: if the number of shareholders exceeds 100, the SARL-S has one year to change its legal form, a change decided by a meeting of shareholders.
• A capital ceiling. The official wording sets a trigger, not a band: the company must change its legal form if the share capital exceeds EUR 12,000. Note the asymmetry with the line above — the shareholder ceiling carries an explicit deadline of 1 year, while the capital trigger is stated without one.
• A permit-covered activity. Guichet draws the scope positively rather than as a list of bans — craftsmen, traders, manufacturers and certain liberal professions, activities covered by a business permit — and that last phrase is what the four categories have in common.

Sàrl-S versus standard Sàrl

The comparison is narrower than it looks. Tax treatment, accounting obligations, the business permit, the RCS mechanics and the annual filings are identical for the two forms; a Sàrl-S is a standard Sàrl with a handful of entry conditions narrowed.

What changes is the founding document, the capital band, who may hold the shares, how many of them there can be, and which activities the form is open to. Everything the table leaves out is the same on both sides, which is why the choice is usually settled by who the shareholders will be rather than by the paperwork.

Capital you no longer pay up on day one

This is the part of the topic that moved in 2026, under 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. Paying up may now be deferred for up to 12 months from incorporation, and the simplified form goes further: for a SARL-S the deferred paying-up option covers the entire share capital subscribed at incorporation.

One boundary matters if you contribute something other than money: shares issued on incorporation in consideration for contributions in kind must still be fully paid up at incorporation — only cash contributions can be deferred. Deferral moves the timing, not the obligation — the capital stays subscribed and the shareholders owe it.

How a Sàrl-S incorporation actually runs

The order is not the one the list implies. The permit file and the register file are drafted in parallel and each one reads the other's output, so a step that looks like end-of-list paperwork turns out to gate the middle of the sequence.

The five steps below run from the name check to the last downstream registration, with the statutory deadline named wherever one applies. Two of them depend on each other, and the paragraph after the list explains why.

1. Check the name. You do this by submitting an electronic request for a certificate of name availability to Luxembourg Business Registers before incorporating. The certificate that comes back is narrower than it sounds. It is valid from the moment it is issued until the name is entered in the RCS — but it does not reserve the name: any available name may be taken by the first person who requests it when registering with the RCS.
2. Fix the registered office. A Luxembourg company needs its registered office at an address in Luxembourg. Domiciliation with a licensed agent is lawful but not universal: a company without its own premises may, under certain conditions, be domiciled with a third party and fix its registered office there — but guichet states this suits only companies whose activity does not require their own premises, and expressly not a commercial company which the law requires to have a physical establishment in Luxembourg; to count as a stable establishment a company must occupy real premises of its own.
3. Apply for the business permit. The fee is €50. The ministry has a fixed period in which to answer, and silence at the end of it is not neutral: the absence of a ministerial reply before the end of the 3-month period counts as a tacit authorisation. The integrity test does not stop at the manager who signs: it binds the manager of the business in whose name the permit will be issued; and, where the business is operated as a company, also the person holding the majority of the shares and anyone who can exert a significant influence on the management or administration of the business.
4. Sign the articles and file at the RCS. Filing is due within 1 month of signature and runs electronically, so someone named in the file needs a LuxTrust credential before that month is out. It is ordered separately and involves an identity check, so it belongs at the start of the file rather than on the day the deed is signed.
5. Register downstream. VAT within 15 days, with the small-business franchise available below €50,000 of turnover; the beneficial-owner declaration within 1 month of the event that triggers it rather than of incorporation, covering anyone holding more than 25% of the capital; and, if you hire, the CCSS entry declaration within 8 days.

Steps 3 and 4 are where first-time filers stall, because on paper the two point at each other. Guichet states that the articles of association must be registered with the Trade and Companies Register before the permit is definitively granted, which points to the register going first.

The RCS filing for a Sàrl-S then has to carry the identity of the partners, their precise private or professional address, the number of shares held by each, and the business permit number — and the last of those particulars comes out of the permit, which points the other way. Both rules are published, neither page says which file moves first, and the official sources do not resolve the order between them.

What is certain is the pair of deadlines around it: the RCS filing is due within 1 month of signature, and the permit decision runs to the fixed period in step 3. The sequence the two offices will accept is worth settling with the Ministry of the Economy and with Luxembourg Business Registers before either file is submitted, rather than inferring it from rules that do not answer the question.

Common questions

The questions below are the ones founders search next, once the capital number stops being the interesting part. Three of them decide whether the form fits at all: whether you have to live in Luxembourg to use it, what happens at the top of the capital band, and whether an investor can come in later.

The fourth is the one that reassures — a Sàrl-S is a lighter incorporation, not a lighter compliance regime, and the annual obligations are the ordinary ones.

Can a non-resident set up a Sàrl-S?

Nothing in the form itself turns on residence. The constraint sits in the permit: the manager must ensure day-to-day management of the business effectively and permanently, through a physical presence at the establishment.

The integrity file then adds a document a non-resident cannot skip: a declaration of non-bankruptcy, recent and unlimited in time and space, made before a notary in Luxembourgish, French, German or English — required of non-residents as well as of anyone resident in Luxembourg for less than 10 years; it must state that the applicant has not been involved in the bankruptcy of a business in their own name or in the bankruptcy of a company.

It is, for a founder arriving from outside, the one notarial appointment the Sàrl-S does not remove.

What happens if the capital goes above €12,000?

The form changes; the company does not. Guichet states the trigger as an excess rather than as a limit reached: the company must change its legal form if the share capital exceeds EUR 12,000.

Conversion is a shareholder decision, put to a general meeting, and where a second meeting is needed the threshold does not move: at least two-thirds of the votes cast, at either of the two meetings. It is supported by a report by a réviseur d'entreprises on the financial statement summarising the company's assets and liabilities.

What the change of form does not do is restart the company: a change of legal form entails neither dissolution of the company nor the creation of a new legal personality, so contracts, the RCS number and the permit survive.

Whether the transformation has to be recorded in an authentic deed is the conditional question set out above — the published rule states the consequence of not having one where one is required, not that one is always required. We cover the mechanics in converting a Sàrl-S to a Sàrl.

Can a company own shares in a Sàrl-S?

No. The restriction is on the shareholder, not on the shares: only natural persons — a company can never be a shareholder. This is the rule that ends the form for a funded company, because an institutional investor subscribes through a vehicle rather than in a personal name.

Does a Sàrl-S file annual accounts like everyone else?

Yes. Accounts are deposited at the RCS within 7 months of the financial year-end, on the same terms as any other Sàrl. Filed accounts are a public record, which is the part founders tend not to expect.

The Sàrl-S takes one appointment and one document out of formation. It leaves the permit, the register, the reserve, the filings and the eligibility rules above exactly where they were — and it is those rules, not the €1 headline, that decide whether the form fits a project.