Setting Up a SA in Luxembourg: Large Enterprise & Fundraising
Mickaël LOC
Corporate Law Expert ·
Setting Up a SA in Luxembourg: Large Enterprise & Fundraising
The Luxembourg Société Anonyme (SA), the public limited company, is the benchmark legal form for highly capitalized businesses, international groups, listed companies and institutional holdings. With a minimum capital of €30,000, board of directors (or management board) governance, the ability to issue bearer or registered shares, and full flexibility in the transfer of securities, the SA stands out as the vehicle of choice to raise funds and scale an activity in Luxembourg.
Key features of the Luxembourg SA
- Minimum capital: €30,000, of which 25% (i.e. €7,500) must be paid up at incorporation. The balance can be called up later.
- Shareholders: minimum 1 (single-shareholder SA), no maximum.
- Shares: registered or bearer (dematerialized with an approved depositary since 2014).
- Transfer: free, unless statutory approval or pre-emption clauses apply.
- Governance: board of directors (minimum 3 members, or 1 if sole shareholder) OR management board + supervisory board (two-tier).
- Statutory auditor: mandatory (or approved statutory auditor depending on size).
Procedure to set up an SA
- 1. Name check and reservation Search the RCS and RESA, the mention "SA" is mandatory in the name.
- 2. Business permit Mandatory for any commercial activity (named director as permit holder).
- 3. Contribution report (if contributions in kind) An approved statutory auditor must issue a report valuing non-cash contributions.
- 4. Opening a blocked bank account Deposit of the paid-up portion (minimum €7,500) with blocking certificate.
- 5. Drafting the articles Complex articles: issue, redemption, authorized capital, transfer, governance and meeting clauses.
- 6. Notarial deed Signing before a Luxembourg notary by all founding shareholders.
- 7. Appointment of the board and auditor First post-incorporation resolution: appointment of the board and statutory auditor.
- 8. RCS and RESA filing The notary files within one month, publication is mandatory.
Cost of setting up an SA in 2026
| Item | Cost |
|---|---|
| Minimum paid-up capital | €7,500 |
| Notary fees | €1,800 to €3,000 |
| Drafting of articles (lawyer) | €2,000 to €5,000 |
| Statutory auditor report (contribution in kind) | €1,500 to €4,000 |
| Business permit | €50 |
| RESA publication | ~€150 |
| Domiciliation + office | €400 to €1,200/month |
| Total start-up budget (excl. capital) | €4,000 to €12,000 |
One-tier vs two-tier governance
The SA can adopt two governance models. The one-tier model (the most common) relies on a board of directors of at least 3 members (only 1 if there is a sole shareholder), which runs and controls the company. The two-tier model separates management (management board of 1 to 5 members) and control (supervisory board of at least 3 members). The choice must be explicit in the articles. The two-tier model is recommended for international groups and listed companies seeking more structured governance.
When to choose the SA rather than the SARL?
- Project requiring the entry of professional investors (VC, PE, funds).
- Prospect of an IPO on Euronext Luxembourg or abroad.
- Institutional holding with more than 100 shareholders or a multi-class share structure.
- Regulated activity requiring the SA form (banks, insurance, fund managers).
- Need for capital mobility (frequent increases, buybacks, cross-border mergers).
Going further
- Structuring an SA holding: see SOPARFI : Le véhicule de holding luxembourgeois expliqué.
- Detailed comparison of SARL vs SA: see choisir-forme-juridique-luxembourg.
Full-service SA incorporation Bookkeeper.lu coordinates notary, contribution auditor, bank, drafting of articles and first accounting year. Timeline 15 to 20 business days.
Frequently Asked Questions
What is the minimum capital of a SA in Luxembourg?
The minimum share capital of a SA is €30,000. At least 25% of this amount (i.e. €7,500) must be paid up at incorporation. The balance can be called up later in accordance with the articles of association.
How many board members must a SA have?
Under the one-tier model, the board of directors must have at least 3 members, unless the SA has a single shareholder, in which case a single director is sufficient. Under the two-tier model, the SA has a management board and a supervisory board.
Is a SA required to appoint a statutory auditor?
A SA must appoint an internal statutory auditor. If it exceeds two of the three statutory thresholds (balance sheet > €4.4M, turnover > €8.8M, headcount > 50), it must appoint an approved statutory auditor (REA) to perform the statutory audit.
Can different classes of shares be issued in a Luxembourg SA?
Yes, a Luxembourg SA may issue several classes of shares: ordinary shares, preference shares, non-voting shares, double-voting shares, convertible bonds and warrants. This flexibility is one of the key strengths of the SA for fundraising.
What are the costs of incorporating a SA in Luxembourg?
Costs include notarial fees (€1,500 to €2,500), registration duties (€75), RESA publication (€300 to €500) and, where relevant, fiduciary advisory fees (€2,000 to €4,000).
