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A Luxembourg Sarl is a Private Limited Company, in which a limited number of members each contribute agreed amounts as capital. The Luxembourg Sarl is traditionally used to limit the liability of an independent business owner or owners, by putting their business into the form of a company.

Since the Law of 28th December 1992 the Luxembourg Sarl may have one sole member at incorporation or when all of its shares become held by a single person. The total number of shareholders is limited to forty. Companies with more than twenty-five shareholders have a duty to hold at least one annual general meeting at the time specified in the Articles of Association of the Luxembourg Sarl. Shareholders can be represented by powers of attorney, but votes by correspondence or by conference call are currently not authorized.

The shares of the Luxembourg Sarl are in registered form. The transfer of shares to non-shareholders inter vivos can only be done with the approval of the other shareholders. A majority representing three-quarters of the issued share capital must vote in favour of the transfer. In contrast to a Luxembourg SA, it is possible to issue voting shares only. There is no suspension of voting rights as the capital is entirely payable upon subscription. One share entitles each shareholder to one vote. Luxembourg Sarls cannot issue bonds to the general public.

The minimum capital of a Luxembourg Sarl is €12,400 which must be fully paid up at subscription. Contributions to a Luxembourg Sarl’s capital in a form other than cash do not by law require a report by an independent auditor (Réviseur d’entreprises).

A Luxembourg Sarl is managed by one or more managers (gérants) appointed by shareholders for a fixed or undetermined period of time instead of having a board of directors. There is no nationality or residence legal requirement for the manager/s. However, a Gérant Technique who holds a trading permit (if required for the business) must manage the business from Luxembourg. This implies that the Luxembourg Sarl should also have an office in Luxembourg. In the absence of a board of managers, any manager can generally bind the company by his sole signature. Any restrictions to the powers of the managers resulting from the Articles of Association are not valid towards third parties, even if they have been published. For a Luxembourg Sarl with more than twenty-five shareholders, supervision of the company is entrusted to a supervisory board, at least one of whom must be a statutory auditor.

LUXEMBOURG SARL