SAS in Luxembourg: Flexibility and Shareholding - All You Need to Know
Mickaël LOC
Founder & Managing Director, Financial Services ·
SAS in Luxembourg: Flexibility and Shareholding - All You Need to Know
The SAS in Luxembourg is ideal if you are looking for maximum flexibility in the organization of your shareholding: it allows you to issue different classes of shares, freely define governance rules and put in place complex incentive schemes (BSPCE, stock options, management package). Its minimum capital is €30,000 (same as the SA) but its internal structure is fully customizable through the articles of association.
Main features of the SAS
- Minimum capital: €30,000 (same as the SA)
- No minimum number of shareholders
- Wide freedom in drafting the articles
- No mandatory board of directors
- Management by one or more presidents or general managers
Flexibility of the shareholding
The SAS allows the issuance of different classes of shares with specific rights: shares with multiple voting rights, preference shares, priority dividend shares without voting rights. This flexibility makes it a tool of choice for private equity deals, complex shareholder agreements and incentive plans (BSPCE, stock options).
SAS vs SA: when to choose the SAS?
The SAS is preferable when you want: a customized internal organization, to take on investors with differentiated rights, to put in place a management package or to organize a JV (joint venture) between several entities with specific governance rules.
Does the SAS fit your project? Our experts analyze your situation and recommend the structure best suited to your financing and governance needs.
Frequently Asked Questions
What makes the SAS distinctive compared to the SA in Luxembourg?
The SAS offers maximum contractual freedom: shareholders can freely organise governance, voting rights, approval clauses and pre-emption rights. Unlike the SA, there is no obligation to have a board of directors with a minimum number of members.
Is the SAS suitable for startups?
Yes, the SAS is particularly popular with startups for its flexibility in structuring share ownership, setting up BSPCE/stock options and onboarding investors with differentiated rights (preference shares, ratchets, etc.).
What is the minimum capital of a SAS?
The minimum capital of a SAS is identical to that of the SA: €30,000. At least 25% of this amount must be paid up at incorporation.
Can you have a single-shareholder SAS in Luxembourg?
Yes, the SAS may be incorporated by a single shareholder. In this case it is referred to as a single-shareholder SAS or SASU. The sole president may also be the sole shareholder.
What typical clauses appear in a Luxembourg SAS's articles of association?
SAS articles of association generally include approval clauses for share transfers, pre-emption rights, drag-along and tag-along clauses, anti-dilution provisions, and bespoke governance rules for strategic decisions.
