Société à Responsabilité Limitée (SARL)

The establishment of an SARL in Luxembourg must be formalized by a notarial act or private writing, followed by registration with the Trade and Companies Register (RCS)

The SARL must have a minimum of 2 partners and a maximum of 40, except in the case of single-member SARLs. Partners can be individuals or legal entities. Their liability is limited to their contributions

The minimum capital is €12,000 and must be fully paid up at the time of establishment. It can be increased by a decision of the partners’ General Meeting

The SARL is managed by one or more managers, whether partners or not. The powers of management are determined by the articles of association

Currently, SARLs with more than 25 partners are overseen by an auditor

If the SARL has more than 25 partners, a general meeting must be held at least once a year. Partners are summoned by registered letter. For other companies, partners may vote in writing

All shares are registered

Liquidation is initiated by the General Meeting, which appoints a liquidator at that time. It is then up to the General Meeting to conclude the liquidation after hearing the liquidator’s report