Company Registration: Luxembourg. Ready-Made Company SARL

Luxembourg law provides for several legal forms, including:

• Societe Anonyme (SA)- public limited liability company
• Societee a Responsabilite Limite (SARL) - private limited liability company
• Soci?t? en Nom Collectif (SENC)- general partnership
• Societe en Commandite Simple (SCS) and SCA) - limited partnership, with or without shares

A public limited company, Societe Anonyme (S.A.), has the following main features:

• minimum capital for incorporation — EUR 30,000;
• the paid-in capital requirements are determined by current SA formation rules;
• individuals and legal entities, Luxembourg residents and non-residents, may be shareholders, subject to current company-law requirements;
• share form and registration are governed by the current Luxembourg company-law and securities rules;
• shareholders may generally transfer shares to third parties subject to the required formalities and the company’s articles;
• an SA is managed by the required board or management structure under Luxembourg law. Foreign directors are permitted, subject to the company’s governance and substance requirements;
• director information is filed in the Luxembourg public register as required by law;
• the shareholder register is maintained at the registered office or another permitted location in Luxembourg;
• audit or statutory auditor requirements apply according to the company form, size and current law.

A private limited liability company (Societe Societee a Responsabilite Limite -SARL) has the following main features:

• minimum capital for incorporation — EUR 12,000;
• the capital must be fully subscribed and paid as required for SARL incorporation;
• a SARL is subject to the statutory limit on the number of shareholders; a standard private SARL may have up to 100 shareholders.

A general partnership (Soci?t? en Nom Collectif - SENC) and limited partnerships, including Societe en Commandite Simple (SCS) and SCA, with or without shares, have the following general features:

• no fixed minimum capital is required for certain partnership forms;
• capital is represented by partnership interests or shares depending on the legal form;
• general partners in a general partnership have unlimited liability for the partnership’s debts and obligations;
• a limited partnership has general partners with unlimited liability and limited partners whose liability is limited according to the partnership terms;
• transfers of partnership interests or shares are subject to the partnership agreement and required approvals;
• the partnership is managed by its general partners.

Partnership structures are also used forprivate investment-fund structures.Luxembourg fund legislation provides for different types of investment structures, including:

• private funds with fixed capital
• private funds with variable capital
• private pension funds
• venture-capital investment companies

The minimum capital or net assets of an investment structure depend on its regime — UCITS, SIF, RAIF or another form. Before establishing a fund, we check the current regulatory framework and required capital.

A holding company is not a separate legal form in Luxembourg. It is an economic and legal description of a company carrying out holding or finance functions. Historically, Luxembourg distinguished different holding regimes within standard limited-liability company forms:

• the former special holding regime, which has been abolished; modern holding projects use ordinary corporate forms;
• SOPARFI holding company (Societe a Participation Financiere).

A SOPARFI is an ordinary fully taxable Luxembourg company used to hold subsidiaries, make investments and provide intra-group financing. Where the conditions are met, it can use the participation exemption and benefits available under applicable double taxation treaties.

A modern Luxembourg holding structure is formed using an ordinary corporate form and follows the current corporate income tax and participation-exemption rules. Since 2025, the basic corporate income tax rate is 16% before the applicable surcharge and municipal business tax.

A SOPARFI operates as an ordinary taxable Luxembourg company under current corporate and tax law. It can fall within Luxembourg’s double taxation treaty network when the relevant conditions are met.

For the dividend exemption under the parent-subsidiary regime, a SOPARFI generally must hold or undertake to hold the participation for at least 12 months and own at least 10% of the subsidiary, or have an acquisition cost of at least EUR 1.2 million. For the capital-gain exemption, the alternative acquisition-cost threshold is EUR 6 million.

• A SOPARFI may use external and intra-group financing under current corporate and tax law. Interest and debt are reviewed under transfer-pricing, interest-limitation and anti-abuse rules, so the appropriate financing level is calculated for the specific structure.

The historical description of SOPARFI restrictions included limits on certain activities. In current practice, the company’s permitted activities and tax treatment are checked against its objects and applicable law:

• participation in partnerships with management rights may require separate analysis;
• operating or commercial activities may change the company’s tax and business profile;
• brokerage and banking activities require the relevant authorisation;
• lending outside the group may be subject to financial-sector and tax rules;
• direct ownership of real estate is treated separately from holding shares in property companies.

SOPARFI companies are subject to the ordinary Luxembourg tax regime, while qualifying dividends may benefit from the participation exemption.

Investment companies and funds are taxed according to their specific legal and regulatory regime rather than automatically under the same rules as a SOPARFI.

In 2026, the basic corporate income tax rate for larger Luxembourg companies is 16%. A solidarity surcharge and municipal business tax are added according to the company’s municipality.

Luxembourg has concluded double taxation treaties with many countries, including:

If you need another established European jurisdiction, we also recommend considering ready-made Swiss companies, including companies with a longer registration history. More details are availablein our Switzerland section.

We will be pleased to answer your additional questions.

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