Types of Companies in Luxembourg: A Simple Guide (Including Shelf Companies)
Thinking about starting a business in Luxembourg? The first big decision is the legal form of your company. Pick the right one and everything from banking to taxes gets easier. And if speed matters, there is another option worth knowing about: buying a shelf company (also called a ready-made company) instead of building one from scratch.
This guide walks through the main types of companies in Luxembourg in plain English, then explains where shelf companies fit in.
The Main Types of Companies in Luxembourg at a Glance
| Company type | Full name | Minimum share capital | Best for |
|---|---|---|---|
| SARL | Société à responsabilité limitée (private limited company) | €12,000 | Most SMEs, holding and trading companies |
| SARL-S | Société à responsabilité limitée simplifiée (simplified private limited company) | €1 to €11,999 | Small start-ups with limited budgets |
| SA | Société anonyme (public limited company) | €30,000 | Larger businesses, investors, capital markets |
| SAS | Société par actions simplifiée (simplified joint-stock company) | €30,000 | Flexible governance, joint ventures, start-ups with investors |
| SCS / SCSp | Limited partnerships | No minimum | Funds, investment vehicles, tailored structures |
Capital figures reflect current Luxembourg company law. Always confirm the latest rules with your notary or adviser before incorporating.
SARL: The Most Popular Company Type in Luxembourg
The SARL (private limited liability company) is the workhorse of Luxembourg business. It is used by everyone from local consultants to international holding groups.
- Liability: limited to what shareholders have invested.
- Minimum capital: €12,000.
- Shareholders: can be a single person or several.
- Management: run by one or more managers.
- Why people choose it: it balances credibility, flexibility and cost.
Good news for new founders: since 2 June 2026, a new law lets SARLs and SARL-S companies incorporated from that date defer payment of the €12,000 minimum capital for up to 12 months. The capital must still be fully subscribed at incorporation, but it can be paid in afterwards, and you no longer need to open a bank account first just to deposit it.
SARL-S: The Low-Cost Starter Option
The SARL-S is the simplified version of the SARL, designed for small start-ups.
- Minimum capital: from just €1, up to a maximum of €11,999.
- Same limited liability as a standard SARL.
- Trade-off: it is intended for smaller projects, and a very low capital level can make banks and business partners more cautious.
If you plan to grow, a standard SARL often looks more credible from day one.
SA: Public Limited Company
The SA is suited to larger businesses, serious investors and companies that may eventually raise money on the capital markets.
- Minimum capital: €30,000.
- Governance: flexible, with either a board of directors or a two-tier structure.
- Shares: easier to transfer than SARL shares.
- Typical uses: regulated activities, group holding companies, larger operating businesses.
SAS: Simplified Joint-Stock Company
The SAS is similar to the SA but with far more freedom to design your own governance in the articles of association. It cannot offer shares to the public, which keeps it a closed, private structure. Many start-ups with investors and joint ventures like it for its flexibility.
Partnerships and Other Forms
Luxembourg also offers limited partnerships (SCS and SCSp), general partnerships (SENC) and cooperative companies. These are less common for ordinary trading businesses, but they are popular in fund and investment structures because there is no minimum capital requirement. You can also operate as a sole proprietor, though this offers no separation between you and your business, so liability is unlimited.
What Is a Shelf Company in Luxembourg?
A shelf company (or ready-made company) is a Luxembourg company that has already been incorporated and registered, but has not started trading. It sits “on the shelf” until a buyer takes it over.
Instead of waiting for the full incorporation process, you acquire the shares, appoint your own manager or directors, and you own a legal entity that already exists.
Benefits of a Ready-Made Company
- Speed: you skip most of the setup wait and can start contracting, invoicing or applying for licences sooner.
- Immediate legal existence: useful when you need a company to sign a contract, a lease or a tender at short notice.
- Registration already done: the company already has its registration number in the Luxembourg commercial register (RCS).
- Clean start: a genuine shelf company has no trading history, no staff and no debts.
- Convenience for international buyers: helpful if you are not based in Luxembourg and want a smoother handover.
Things to Check Before You Buy
Not every ready-made company is the same, so do a little homework:
- Company type and capital: make sure the form (SARL, SA and so on) and share capital match what you need.
- Clean history: confirm the company has never traded, has no liabilities and has all filings up to date.
- Name and corporate purpose: if you want a different name or business activity, the articles of association will need to be amended, which involves a notary.
- Ownership paperwork: the share transfer must be properly documented, and the beneficial owner information on the RBE register must be updated.
- Banking and compliance: banks will still run full due diligence on you as the new owner, so prepare your documents in advance.
- Licences: regulated or licensed activities still need the proper authorisations, whatever the company’s age.
Shelf Company vs. New Incorporation
| Shelf / ready-made company | New incorporation | |
|---|---|---|
| Time to start | Fast | Longer, depends on notary and bank steps |
| Company history | None (if a true shelf company) | None |
| Name | Existing name, changeable by amendment | Your chosen name from the start |
| Best when | You are in a hurry or need a company for a specific deal | You want full control from day one |
An honest note: the 2026 rule allowing deferred payment of the SARL minimum capital already makes new incorporations quicker than before. A shelf company is still the faster route when time is critical, but the gap is smaller, so compare both for your situation.
Taxes: What to Expect
Luxembourg companies are subject to corporate income tax, municipal business tax and, in most cases, net wealth tax. For 2026, the combined headline rate for a company based in Luxembourg City is 23.87% for profits above €200,000. A reduction of one percentage point in the corporate rate has been proposed in the 2027 budget bill, which would bring the Luxembourg City rate to about 22.80%. This is still a proposal, so check the final law.
Smaller profits are taxed at lower bands, and the rate varies slightly by municipality.
How to Choose the Right Company Type
- Starting small on a tight budget? Consider a SARL-S.
- Want the standard, credible choice? Go with a SARL.
- Planning to bring in investors or grow big? Look at an SA or SAS.
- Need a company immediately? Look at a shelf company, then adapt it to your needs.
- Setting up a fund or investment structure? Speak to an adviser about a limited partnership.
Frequently Asked Questions
What are the main types of companies in Luxembourg?
The most common are the SARL, SARL-S, SA and SAS. Limited partnerships (SCS, SCSp) are also used, mainly in investment structures.
What is a shelf company in Luxembourg?
A shelf company, or ready-made company, is a Luxembourg company that has already been incorporated and registered but has not traded. You buy it and take control, instead of waiting for a new company to be set up.
Is it faster to buy a ready-made company in Luxembourg?
Usually yes, because the legal entity already exists. However, you may still need a notary for changes such as a new name or corporate purpose, and your bank will still carry out its own checks.
What is the minimum capital for a Luxembourg SARL?
€12,000. For companies incorporated from 2 June 2026, this can be paid up to 12 months after incorporation, although it must be fully subscribed at the start.
Can I buy a shelf company if I live outside Luxembourg?
Yes, non-residents commonly do. You will need to provide identification and beneficial owner details, and you should plan for the company to have a real management structure in Luxembourg if you want it to be treated as tax resident there.
Can a shelf company change its name and business activity?
Yes, but it requires amending the articles of association through a notary and updating the commercial register.
Ready to Get Started?
Choosing between a new company and a ready-made company in Luxembourg depends on your timeline, budget and goals. If you would like to see our available shelf companies or get advice on the best structure for you, contact us today.
This article is for general information only and is not legal, tax or financial advice. Rules change, so always confirm details with a qualified professional before making decisions.