How to Set Up a SARL in Luxembourg in 2026: Complete Guide

Why choose the SARL in 2026?

The Luxembourg SARL combines several advantages that make it the preferred vehicle for local and foreign entrepreneurs. The minimum capital of €12,000 must be fully paid up at incorporation, which distinguishes the SARL from the SA (where only 25% of the capital must be paid up). Shareholders' liability is strictly limited to their contributions. The number of shareholders is capped at 100, which suits family structures and SMEs. Finally, the transfer of shares is subject to approval by the other shareholders (qualified majority), which protects the stability of the capital.

The 8 steps to set up a SARL in Luxembourg

1. 1. Choose the company name Check availability with the RCS (Luxembourg Business Registers) and in the RESA database. The name must be followed by the mention "SARL" or "société à responsabilité limitée". Avoid regulated terms (bank, insurance, fiduciary) unless you have specific authorization.
2. 2. Define the corporate purpose Draft a broad but precise purpose covering the main activity and ancillary activities. A purpose that is too narrow will force you to amend the articles later (notary cost ~€1,500).
3. 3. Obtain the business permit For any commercial, craft or liberal profession activity, file an application with the Ministry of the Economy (via MyGuichet.lu). Average processing time: 2 to 4 weeks. Cost: €50.
4. 4. Open a blocked bank account Deposit the €12,000 in a blocked account at a Luxembourg bank (BGL, BIL, Banque de Luxembourg, Raiffeisen, Spuerkeess). Obtain a blocking certificate for the notary.
5. 5. Draft the articles of association The articles include: name, registered office, purpose, duration, capital, share distribution, management arrangements, meetings, financial year. A lawyer or fiduciary can draft tailored articles for you.
6. 6. Sign the notarial deed All shareholders (or their proxies with notarized powers of attorney) sign the articles before a Luxembourg notary. The deed is in French, German or English.
7. 7. File with the RCS and publish in the RESA The notary files the deed with the RCS within one month. Publication in the RESA (Electronic Gazette of Companies and Associations) makes the company enforceable against third parties.
8. 8. VAT registration and social security number Register with the Registration Duties Administration (VAT if projected turnover > €35,000) and with the CCSS (employer number if you hire staff).

Full incorporation costs in 2026

Taxation of the Luxembourg SARL

The SARL is subject to corporate income tax (IRC) at 17%, increased by the employment fund contribution (1.19%), giving an effective rate of 18.19%. On top of this is the municipal business tax (ICC) which varies by municipality: 6.75% in Luxembourg City, up to 10.5% in some rural municipalities. The overall tax rate is therefore between 24.94% and 28.69%. The SARL also benefits from the parent-subsidiary regime (exemption of dividends from qualifying subsidiaries) and can opt for tax consolidation if it holds 95% of Luxembourg subsidiaries.

Governance and ongoing obligations

• Management: one or more managers, statutory or not, removable ad nutum or for cause under the articles.
• Annual general meeting: within 6 months of the financial year-end; approves the accounts and grants discharge to the manager.
• Annual accounts: filed with the RCS within 7 months of year-end (eCDF).
• Register of Beneficial Owners (RBE): mandatory declaration to the RBE within one month of incorporation.
• Annual tax returns: form 500 (IRC), VAT form under the applicable regime, ICC declaration.

Going further

• If your capital is limited, consider the SARL-S au Luxembourg : Créer une société dès 1 € - Guide 2026 (€1 minimum).
• To compare all Luxembourg legal forms, see our guide choisir-forme-juridique-luxembourg.
• Structuring a holding activity: read SOPARFI : Le véhicule de holding luxembourgeois expliqué.