➢ Limited liability company (SARL)
A limited liability company (société à responsabilité limitée – SARL) is a specific type of commercial company: it has the characteristics of a capital company (liability of the partners limited to the amount of their contributions) as well as the characteristics of a partnership (non-transferable company shares).
In Luxembourg, the SARL is the most widely used form of company (around 2/3 of the companies in Luxembourg are SARLs).
An SARL may have between 2 and 100 partners. There is also a ‘single member’ SARL, which is an exception to the traditional concept of company law, allowing a single partner to benefit from the advantages of an SARL.
• minimum EUR 12.000,00 ;
• must be fully subscribed and fully paid up on formation ;
• contributions may be made in cash or other means, unlike public limited companies (sociétés anonymes -), contributions other than in cash do not require an independent valuation by a registered auditor (réviseur d’entreprises) ;
• contributions in industry (services or know-how) are not allowed.
➢ Public Limited Company (SA)
The public limited company (société anonyme – SA) together with the limited liability company (société à responsabilité limitée – SARL) is one of the most common legal forms in Luxembourg. This form of company offers many advantages, including limited liability and regulated access to the capital.
In Luxembourg, an SA is often chosen as a form of company for large businesses, but it is also an option for SMEs as the shares in such companies can be bearer shares and are therefore more easily transferable.
• minimum EUR 30.000,00 ;
• must be fully subscribed and at least one quarter of the nominal value of each share paid up ;
• contributions in cash or other than in cash ;
• contributions other than in cash must be recorded in an assessment report drawn up by a registered auditor (réviseur d’entreprises) ;
• in the event of a capital increase, the shareholders are granted preferential subscription rights (except where a justified subscription limit has been decided during an extraordinary general meeting).