Private Limited Liability Company (Sàrl)
Société à responsabilité limitée
Constitución de empresa en Luxembourg
The Sàrl is best suited for: Holding companies and SPVs for cross-border investment structures, Fund management vehicles and alternative investment funds, IP licensing and royalty routing structures, Private equity and real estate holding vehicles, Companies seeking a premier EU jurisdiction with strong treaty access. The Sàrl pays corporate income tax (CIT) at 17% on taxable income exceeding €200,000 (15% on the first €175,000). A solidarity surcharge of 7% on CIT and a municipal business tax (taxe professionnelle communale) of approximately 6.75% in Luxembourg City bring the combined effective rate to approximately 24.94%. Luxembourg's participation exemption regime exempts dividends and capital gains from qualifying subsidiaries (minimum 10% holding or €1.2 million acquisition cost, held for at least 12 months, subject to a qualifying tax rate test). The IP box regime taxes qualifying net IP income at an effective rate of approximately 5.2%. Luxembourg securitisation vehicles benefit from a near-zero effective tax rate. VAT is charged at the EU's lowest standard rate of 17%. The country's extensive treaty network and EU directive access (Parent-Subsidiary, Interest and Royalties) make it a cornerstone jurisdiction for international structuring.
- Holding companies and SPVs for cross-border investment structures
- Fund management vehicles and alternative investment funds
- IP licensing and royalty routing structures
- Private equity and real estate holding vehicles
- Companies seeking a premier EU jurisdiction with strong treaty access
Datos clave
Proceso de constitución paso a paso
Verify the company name with the RCS
Check the availability of the proposed company name with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés — RCS). The name must not be identical or confusingly similar to an existing entity. A name reservation can be requested informally.
Draft articles of association and open a blocked bank account
Prepare the articles of association (statuts) in French or German. Open a blocked bank account at a Luxembourg bank and deposit the full €12,000 minimum share capital. The bank issues a blocking certificate (attestation de blocage) confirming the deposit.
Execute the notarial deed of incorporation
The articles of association must be executed before a Luxembourg notary (notaire) in the form of a notarial deed (acte notarié). All founders must appear in person or appoint a representative through a notarised power of attorney. The notary verifies compliance with the company law.
Publication in the RESA and registration with the RCS
The notary files the incorporation deed with the RCS for registration and publication in the Recueil Électronique des Sociétés et Associations (RESA), Luxembourg's official gazette. The company obtains legal personality upon publication.
Register for tax and VAT
Register the company with the Administration des Contributions Directes (ACD) for corporate income tax and municipal business tax, and with the Administration de l'Enregistrement, des Domaines et de la TVA (AED) for VAT. A VAT number is issued within days of application.
Obtain a business permit and open an operational bank account
Apply for a business permit (autorisation d'établissement) from the Ministry of the Economy if the company engages in commercial, artisanal, or certain professional activities. The managing director must meet qualification requirements. Unblock the share capital and open an operational bank account.
Documentos requeridos
- Passport or national ID of all founders and directors
- Proof of address for all founders and directors
- Bank blocking certificate confirming €12,000 capital deposit
- Notarial deed of incorporation (acte notarié)
- Articles of association (statuts)
- Proof of registered office address in Luxembourg
- Business permit application (if applicable)
- KYC documentation as required by the bank and notary
Resumen de costos
Tratamiento fiscal
The Sàrl pays corporate income tax (CIT) at 17% on taxable income exceeding €200,000 (15% on the first €175,000). A solidarity surcharge of 7% on CIT and a municipal business tax (taxe professionnelle communale) of approximately 6.75% in Luxembourg City bring the combined effective rate to approximately 24.94%. Luxembourg's participation exemption regime exempts dividends and capital gains from qualifying subsidiaries (minimum 10% holding or €1.2 million acquisition cost, held for at least 12 months, subject to a qualifying tax rate test). The IP box regime taxes qualifying net IP income at an effective rate of approximately 5.2%. Luxembourg securitisation vehicles benefit from a near-zero effective tax rate. VAT is charged at the EU's lowest standard rate of 17%. The country's extensive treaty network and EU directive access (Parent-Subsidiary, Interest and Royalties) make it a cornerstone jurisdiction for international structuring.
Ventajas y desventajas
- Premier EU jurisdiction for holding companies, SPVs, and fund structures
- Extensive participation exemption — dividends and capital gains from qualifying subsidiaries exempt
- One of the deepest double tax treaty networks in Europe (89+ treaties)
- Politically and economically stable with AAA sovereign credit rating
- Highly developed financial services sector with deep expertise in fund administration
- Multilingual workforce — business conducted in French, English, German, and Luxembourgish
- Full EU market access with strong regulatory framework (CSSF oversight for financial entities)
- Securitisation and IP regimes provide additional structuring flexibility
- €12,000 minimum capital is significantly higher than many EU peers
- Notarial deed is mandatory — no online incorporation
- Very high cost of living and office space — Luxembourg City is one of Europe's most expensive
- Annual compliance costs are substantial due to statutory audit and filing requirements
- Business permit requirements add an extra administrative step
- Limited domestic market — Luxembourg is primarily a structuring jurisdiction, not a consumer market
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ComenzarThis content is educational and does not constitute legal or tax advice. Always consult a qualified professional for your specific situation. Data last verified March 2026.