Setting up an SA (société anonyme) in Luxembourg: capital and steps

In short. Setting up a public limited company (SA, société anonyme) in Luxembourg requires a capital of 30 000 €, fully subscribed and paid up to at least 25 % at incorporation, articles signed before a notary, a board of directors (or a single director if the company has only one shareholder), a statutory auditor (commissaire aux comptes) and registration with the trade register. The SA differs from the Sàrl on one decisive point: its shares transfer freely, which makes it the form for projects that want to raise capital or prepare an exit. For most closely held SMEs, though, the Sàrl stays simpler and cheaper.

The société anonyme is the flagship form among Luxembourg capital companies. It reassures investors, allows a shifting shareholder base and suits structures meant to change hands. It is also heavier to govern and more expensive to set up than a Sàrl. Before choosing it out of a reflex for prestige, you need to know what it actually demands and which projects it serves. Here is the real path, the figures, and the honest trade-off between SA and Sàrl.

What is an SA and what is it for?

The société anonyme is a capital company whose capital is divided into shares. Its hallmark is the free transferability of those shares: a shareholder can in principle sell their shares without the others' consent, whereas a Sàrl strictly frames the transfer of its units. That flexibility explains why the SA is the preferred form when you plan to bring in investors, open the capital to employees, organise a succession or aim for an eventual sale. It is also the classic form of SOPARFI-type holdings and of structures that want formal governance.

The legal framework is the amended law of 10 August 1915 on commercial companies. The incorporation requirements are set out by the administration on the Société anonyme page on Guichet.lu, consulted in September 2026.

Capital: €30,000 and the 25% rule

The minimum share capital of an SA is 30 000 €. It must be fully subscribed at incorporation, but the law only requires 25 % of it to be paid up immediately, that is 7 500 € at least. The balance remains owed and becomes due when the board calls it. This is a concrete difference from the Sàrl, whose 12 000 € capital had, until recently, to be paid up in full: to launch an SA, the cash you mobilise on day one can therefore be lower than the nominal capital suggests.

Capital can be contributed in cash or in kind. A contribution in kind (goodwill, equipment, securities) requires a valuation report by an approved statutory auditor (réviseur d'entreprises agréé), which lengthens the timeline and adds a cost worth anticipating.

SA or Sàrl: the real trade-off

This is the question that should come before any paperwork. The SA is not a bigger Sàrl: it answers a different need. The table below sums up what really separates them.

The honest conclusion, the one a firm should tell you before selling you articles of association: for most closely held Luxembourg SMEs, the Sàrl is enough and costs less to run. The SA earns its place when share transferability, incoming investors or formal governance become real needs, not ornaments. If your starting budget is very tight and you are on your own, look instead at the SARL-S.

SA governance: board, management, audit

An SA is run by a board of at least three directors. When it has a single shareholder, that board can be reduced to a sole director, which makes the single-member SA accessible to a lone entrepreneur. The law also allows a two-tier structure, with a management board (directoire) running the business and a supervisory board (conseil de surveillance) overseeing it, on the German model; it is a choice made in the articles, to be settled at the outset.

An SA must also appoint at least one statutory auditor (commissaire aux comptes) to monitor the company's accounts. Do not confuse the two roles: the commissaire aux comptes is not the approved statutory auditor (réviseur d'entreprises agréé). Once the company exceeds certain size thresholds, the legal audit of the accounts shifts to an approved auditor, with the corresponding fees. It is a recurring cost specific to the SA that a Sàrl of the same size does not necessarily carry.

Registered or bearer shares

An SA's shares can be registered, recorded in a register kept by the company, or in bearer form. Since the law of 28 July 2014, bearer shares no longer circulate freely from hand to hand: they must be deposited with an approved depositary, who keeps their register. The anonymity of the past is gone, which is worth knowing before choosing this type of share for a confidentiality that no longer exists. For most companies, registered shares are enough and make life simpler.

The incorporation steps, in order

The path resembles a Sàrl's, with a few requirements specific to the SA.

1. Check the company name with the Luxembourg Business Registers, to make sure it is available.
2. Open an account and deposit the capital into a blocked account in the name of the company being formed, which issues a blocking certificate. Opening the account remains, in practice, the main source of delay.
3. Sign the articles before a notary. The SA is incorporated by notarial deed. The notary checks the subscription and payment of the capital, drafts the deed and publishes it.
4. Register with the RCS and publish the deed in the Electronic Compendium of Companies and Associations (RESA). It is registration that gives the company legal existence.
5. Obtain the business permit for a commercial, craft or liberal activity, before operations begin, as we detail in our guide to the business permit in Luxembourg.
6. Register for VAT and social security with the AED and the Joint Social Security Centre.

As with any incorporation, the registered office is settled before the notary: own premises, coworking or domiciliation with an approved provider, each with its own framework, detailed in our guide to company domiciliation in Luxembourg.

How much does setting up an SA cost?

Beyond the capital, which remains a contribution and not an expense, incorporating an SA involves notary, publication and support fees. They are generally a little higher than for a Sàrl, given the complexity of the articles and, where applicable, the valuation report for a contribution in kind. On top of these start-up costs comes a recurring one the Sàrl does not always carry: the fee of the statutory auditor, then of the approved auditor if the thresholds are crossed. These amounts vary by provider and must be confirmed at the time of your project; the point is to build them into the funding plan from the start, the 30 000 € capital included.

Setting up an SA as a non-resident

The residence and nationality of shareholders are no obstacle to setting up a Luxembourg SA. A Belgian, French or German resident can be a shareholder and a director. Two caveats, the same as for the Sàrl: the business permit rests on the director's qualification and standing, and the company must have real substance in Luxembourg to avoid reclassification. We go deeper into this in our guide to setting up a company in Luxembourg as a non-resident.

After incorporation: the accounting obligations

Registration opens the obligations rather than closing them. An SA keeps books under the PCN 2020, files its annual accounts with the RCS on time, or faces surcharges, and pays corporate income tax, municipal business tax and net wealth tax, whose calculation we explain in our article on corporate tax in Luxembourg. The first year has its own calendar, which we set out in our guide to accounting in year one.

Who the SA is not for

Let us be direct. If your project is a closely held, family or single-owner SME, with no prospect of opening the capital in the short term, the SA will cost you more without giving you anything the Sàrl does not already. The higher capital, the board of directors and the statutory auditor are useful constraints when they answer a need, and a plain surcharge when they answer none. The SA comes into its own the moment share transferability and incoming investors become central. Outside that case, the Sàrl is almost always the better choice.

Frequently asked questions

How much capital do you need to set up an SA in Luxembourg?

30 000 €, fully subscribed at incorporation. The law requires at least 25 % to be paid up, that is 7 500 € at minimum on day one, the balance being callable later by the board.

Can an SA have a single shareholder?

Yes. The SA can be single-member. In that case the board can be reduced to a sole director, which makes the form accessible to a lone entrepreneur, subject to the capital and the statutory auditor.

What is the difference between an SA and a Sàrl?

The decisive difference is the transferability of the securities. An SA's shares transfer freely, a Sàrl's units are subject to approval. The SA also requires higher capital (30 000 € against 12 000 €), a board of directors and a statutory auditor. The Sàrl stays simpler for a closely held company.

Does an SA need a statutory auditor?

Yes, an SA must appoint at least one statutory auditor (commissaire aux comptes). Beyond certain size thresholds, the legal audit passes to an approved auditor (réviseur d'entreprises agréé), a recurring cost specific to this form.

Can a non-resident set up an SA in Luxembourg?

Yes. Neither residence nor nationality prevents it. The director must meet the business-permit conditions, and the company must have real substance in Luxembourg.

Read more

• Setting up a Sàrl in Luxembourg: steps, capital and procedures
• SARL-S in Luxembourg: setting up a company with reduced capital
• Setting up a company in Luxembourg as a non-resident
• Setting up a company in Luxembourg: accounting in year one
• Accounting firm in Luxembourg: the complete guide for an SME

Why Advena?

We connect incorporation and management under one roof: the legal form, the accounting under the PCN 2020 and the tool that holds them together are set up as one, not across three providers passing the buck. We tell you plainly when a Sàrl is enough rather than an SA, because our interest is not to sell you the heaviest structure. Once the company is set up, its accounting starts from 325 € per month, all in, inside the tool we deploy at your company.

Information current as of 8 September 2026, based on the amended law of 10 August 1915 on commercial companies and the Société anonyme page on Guichet.lu. Thresholds and amounts may change and their application depends on your situation: this article informs and does not constitute legal advice.