The constitution of an S.à r.l. is carried out before a notary and registered with the Registre de Commerce. In addition a publication is made in the Mémorial. A blocking certificate must also be received by the notary before the constitution can be made

Share Capital

The minimum share capital is EUR 12.500 of which all must be paid


Shares must be held in nominative form


The minimum number of shareholders is one and can be either an individual or a company. They can be either Luxembourg resident or non-resident and of any nationality

Annual General Meeting

This is held once per year and is defined in the statutes of the company, but only obligatory if there are more than 25 shareholders


A minimum of 1 manager is required

Statutory auditor

A statutory auditor is obligatory only if there are more than 25 shareholders

Audit requirements

Dependent upon several criteria, specifically the size of the company

Audit Report

No audit report is necessary

Annual accounts

The annual accounts must be filed once a year to the Registre de Commerce (companies house)