Setting Up Limited liability company (SARL)

A limited liability (SARL) is a particular kind of trading organization: it contains both aspects of a capital company (commitment of the companions limited to the heir contributions’ amount) and those of an alliance (company contributes impossible to transfer).

In Luxembourg, the SARL is the most consumed model of organization (about 2/3 of organizations in Luxembourg are SARLs)

An SARL may include between 2 and 100 companions. There is also a “single member” SARL, which is an oddity to the traditional concept of company rule, admitting a single companion to establish a SARL.

Capital and Shares conditions

  • At least EUR 12K;
  • Has to be wholly subscribed and ultimately paid the system;
  • contributions are allowed to be paid in cash or in kind; different from open restricted companies (sociétés anonymes), contributions in kind do not need an independent rating by a laid auditor (réviseur d’entreprises);
  • contributions in the industry are permissible, which means they do not contribute to the share capital but produces to the allocation of shares that gives the right to a share of the profits and net assets, in return for a contribution to losses (these shares are non-transferable and non-negotiable).
  • Structure of the organization shares
  • Signed up shares;
  • the problem of income shares can provide the bound privileges are determined in the articles of organization;
  • a public offering of company shares or bonds is not allowed;
  • Private offering of bonds is admitted.


  • Companions are responsible for the degree of their contributions of the share capital;
  • The establishers of an enterprise  in the case of the primary development, the organizers, are additionally and severally responsible for the third parties:
  • The section of the capital is not  signed up right and the distinction between the minimum capital and the degree of the contributions; To pay the shares ultimately and the portion of the central for which they have subscribed;
  • For the redress of damage arising from either the nullity of the company or deceitful or missing statements in the company deed.

The announcement of the organization may limit the notion of work former to the contributors who possess at least one-third of the share capital in general. In this situation, all other companions in the announcement of the association will be deliberated as the simple subscribe