The Luxembourg société par actions simplifiée (SAS) is a flexible corporate form that combines the standing of a public limited company with far greater freedom in how it is run. It is a popular choice for joint ventures, holding structures and investors who want to set their own rules for governance and share transfers.
Acquiring an existing Luxembourg SAS shelf company lets you start using a Luxembourg company without waiting for a new one to be incorporated. At Shelf Company EU we guide buyers through the whole process, from selecting the company to completion.
Looking for a different Luxembourg company type? See our main Luxembourg Shelf Company page.
What Is a Luxembourg SAS?
The SAS (société par actions simplifiée, or “simplified joint-stock company”) was introduced into Luxembourg law by the law of 10 August 2016, which modernised the law of 10 August 1915 on commercial companies. It is inspired by the French SAS and follows the rules of the public limited company (S.A.), with extra freedom for the shareholders to organise the company in its articles of association.
Its main characteristics are:
- Limited liability: shareholders are liable only up to the amount of their contribution
- Share capital of at least EUR 30,000, divided into registered shares, of which at least 25% must be paid up at incorporation
- One or more shareholders, who may be individuals or legal entities
- A president (président), who may be an individual or a legal entity, manages the company and represents it towards third parties; the articles may provide for the president to be assisted by one or more directors
- Flexible governance: decision-making, shareholder rights and management powers are largely set out in the articles of association
- Freely transferable shares, with the rules on transfers (such as consent or pre-emption rights) defined in the articles
- No public offering: the SAS cannot issue shares to the public or list its shares
- Registration with the Luxembourg Business Register (LBR)
Why Buy a Luxembourg SAS Shelf Company?
A shelf company is a company that has already been incorporated and registered, but has not yet traded. Buying one gives you an existing Luxembourg legal entity that can be transferred to you and used straight away.
- Speed: the company already exists, so there is no incorporation to wait for
- Flexibility: the SAS lets you tailor governance and share transfer rules to your project
- Joint ventures and investors: the SAS is well suited to shareholders who want to agree their own rules on control, exits and new entrants
- Luxembourg location: a company in the heart of the EU, with access to Luxembourg’s established business and financial environment
- Established company: an older company can be useful for dealing with partners, tenders and counterparties
SAS or S.à r.l.: Which Is Right for You?
The S.à r.l. is the most common company form in Luxembourg. The table below shows how it compares with the SAS.
| Factor | S.à r.l. | SAS |
|---|---|---|
| Minimum share capital | EUR 12,000 | EUR 30,000 |
| Capital to be paid up at incorporation | Full payment, although a 2026 reform allows payment of the minimum capital to be deferred by up to 12 months | At least 25% |
| Management | Manager(s) | President, optionally assisted by directors |
| Share transfers | Restricted for transfers to non-shareholders | Freely transferable, with rules set by the articles |
| Maximum number of shareholders | 100 | No limit |
| Public offer of shares | Not permitted | Not permitted |
| Incorporation | Notarial deed | Notarial deed |
If you are interested in a Luxembourg S.à r.l. instead, please see our article Luxembourg S.à r.l. – Reformed and our guide to Luxembourg Company Formation vs Shelf Companies.
How the Acquisition Works
A Luxembourg SAS shelf company is acquired by transferring the shares in the company to the buyer. In general, the process is as follows:
- Choose your company: contact us and we will tell you which Luxembourg SAS shelf companies are currently available
- Provide the buyer’s details: we will ask for the identification and address documents of the new owner
- Review of the articles of association: we check the rules on share transfers and governance set out in the company’s articles
- Transfer of the shares: the transfer is documented and recorded in the company’s register of shares
- Update of the company details: where the president, the registered office or the beneficial owner details change, the required updates are filed with the LBR and the beneficial owners register
- Completion: you receive the company and its corporate records, ready to be used
We will confirm the exact requirements and timetable for the company you select when you contact us, so that you know exactly what will happen and when.
Documents You Will Need
The exact documentation depends on the company chosen. In general we will request:
- A copy of the passport or identity document of the buyer
- A recent proof of residential address of the buyer, such as a utility bill issued within the last 3 months
- Details of the person who will act as president of the company
- Any additional information required for compliance (KYC/AML) purposes
Luxembourg applies strict anti-money laundering and beneficial ownership rules to every company. These apply equally to a shelf company after the transfer.
What Does a Luxembourg SAS Shelf Company Cost?
Our prices are all inclusive for the acquisition of your shelf company. Please contact us for the price of the Luxembourg SAS shelf companies currently available.
Additional services such as domiciliation, accounting, taxation and corporate services can be arranged after the acquisition. For more information on additional costs, see What additional costs may there be?
After the Acquisition
Once you own the company, you can adapt it to your plans. Depending on your needs, you may wish to:
- Change the company name and registered office
- Appoint a new president and, if required, directors
- Amend the articles of association
- Open a business bank account (see our Bank Accounts page)
- Arrange accounting, tax and domiciliation services
Please note that a shelf company does not make bank onboarding automatic. Luxembourg banks carry out the same compliance checks on every company, whatever its age.
A detailed Summary of Luxembourg Corporate Taxes can be found here.
Frequently Asked Questions
What is the difference between an SAS and an S.à r.l. in Luxembourg?
The SAS is based on the public limited company (S.A.) and offers more freedom over governance and share transfers, but it requires a higher minimum share capital of EUR 30,000 compared with EUR 12,000 for an S.à r.l. Its shares are in principle freely transferable, while transfers of S.à r.l. shares to non-shareholders are subject to shareholder approval.
What is the minimum share capital of a Luxembourg SAS?
The minimum share capital is EUR 30,000, and at least 25% of it (EUR 7,500) must be paid up at incorporation.
Can a foreign individual or company buy a Luxembourg SAS?
Yes. Shareholders of a Luxembourg SAS can be individuals or companies, and may be based abroad.
Who manages a Luxembourg SAS?
The SAS is managed by a president, who can be an individual or a legal entity. The articles can also provide for directors to assist the president.
Can a Luxembourg SAS be listed or offer shares to the public?
No. The SAS cannot offer its shares to the public or list them.
Is a shelf company the same as a new SAS?
No. A new SAS is incorporated from scratch before a notary, while a shelf company has already been incorporated and registered, and is transferred to you as a ready-made entity.
Do you offer other Luxembourg shelf companies?
Yes. We offer ready-made Luxembourg companies in other forms, including the S.à r.l. See our Luxembourg Shelf Company page for details.
Buy a Luxembourg SAS Shelf Company
If you’re considering how to buy a Shelf Company in Luxembourg then please contact us for expert advice and information. Send us an email at contact@shelf-company.eu or call +352 691 625 159, and we will come back to you shortly with a summary of the requirements and a timetable.
This page is for general information only and does not constitute legal or tax advice. Please see our Disclaimer.