Capital from a single euro, set up without a notary, but accounting obligations identical to a classic SARL: what the SARL-S really simplifies, and what it does not.
In short. The simplified limited liability company (SARL-S) is a SARL made lighter at the entrance: capital between €1 and under €12,000, an incorporation that can be done by private deed without a notary, and fast access to activity. It is reserved for natural persons, and one person may hold only a single SARL-S at a time. Once formed, however, it carries exactly the same accounting and tax obligations as a classic SARL: annual accounts, filing with the register within 7 months, VAT, corporate taxes. Setting it up is simplified; keeping it is not.
The SARL-S was designed to remove the barriers to starting: no out-of-reach founding capital, no mandatory notary. It is an excellent vehicle for getting going, provided you do not confuse "simplified" at formation with "simplified" day to day. Here is what it allows, what it requires, and where the real work sits once the company is registered. The regulatory points below are drawn from Guichet.lu and the amended Law of 10 August 1915, consulted in August 2026.
What is a SARL-S?
The SARL-S is a form of commercial company that departs from certain rules of the classic SARL to free the entrepreneur from entry constraints. Two reliefs define it: the minimum share capital is brought down to one euro, and incorporation can be done by private deed, without a notary. It is a tool for immediate access to economic activity, designed first for new entrepreneurs.
The key word is "simplified", and it applies only to the company's birth. In substance, the SARL-S remains a capital company, with legal personality, shareholders' liability limited to their contributions, and the same body of accounting and tax obligations as an ordinary SARL.
Who can set up a SARL-S?
Access is framed, and this is where the SARL-S clearly differs from the classic SARL.
- Natural persons only. A company can never be a shareholder of a SARL-S. The number of shareholders runs from 1 to 100.
- One SARL-S per person. A natural person may be a shareholder of only one SARL-S at a time, except where shares are transferred on death. They may, however, hold a classic SARL or an SA in parallel.
- A limited corporate object. The activity must fall under the trades of craftsman, trader, industrialist or certain liberal professions.
- A prior business permit. Before registration, you must obtain the business permit from the Ministry of the Economy, whose number is enclosed with the file lodged at the trade register.
These conditions map out the SARL-S's real target: the sole entrepreneur who wants the protection of a company without the capital barrier, not the multi-company holding arrangement.
Capital and incorporation: what is genuinely lighter
A SARL-S's share capital must be between €1 and €12,000, fully subscribed and fully paid up at incorporation. Contributions are made in cash or in kind. Unlike the classic SARL, whose minimum capital is €12,000 and whose incorporation is notarised, the SARL-S can come into being from a simple private deed.
The company name, to be checked beforehand with the trade register to make sure it is available, must be followed by the mention "SARL-S" on all the company's documents. Here, in summary, is what separates the two forms at the entrance.
| SARL-S | Classic SARL | |
|---|---|---|
| Minimum capital | €1 (and under €12,000) | €12,000 |
| Notary | Not mandatory (private deed) | Mandatory |
| Shareholders | Natural persons only | Natural or legal persons |
| SARL-S per person | One only | No limit |
| Accounting obligations | Identical | Identical |
A SARL-S's accounting obligations
This is the most misunderstood point. Once registered, the SARL-S must keep full accounts under the PCN 2020 standard chart, like any capital company. Each year it draws up its annual accounts: balance sheet, profit and loss account, notes, and in principle a management report, which must be approved by the shareholders' meeting.
The company accounts are then filed with the trade register within 7 months of the year-end (six months to hold the meeting, plus one month to file). A small SARL-S may present an abridged balance sheet as long as it does not exceed two of the three following thresholds: a balance sheet total of €4.4 million, net turnover of €8.8 million, and 50 employees on average. Above two of those three thresholds over two years, a statutory audit by an approved auditor becomes mandatory. In other words, the relief at birth removes none of these deadlines. The full set common to all companies is in our article on a Luxembourg SME's accounting obligations.
VAT and taxes: the regime of a capital company
On VAT, the filing frequency depends on annual turnover excluding tax: annual below €112,000, quarterly between €112,000 and €620,000, and monthly above that. These returns are filed on the eCDF platform.
On profits, the SARL-S is a fully-fledged capital company: it is subject to corporate income tax, municipal business tax and net wealth tax, exactly like a SARL or an SA. We set out these three taxes and the real combined rate in our article on corporate tax in Luxembourg. The SARL-S's reduced capital changes nothing here: a company that makes little profit still owes a minimum net wealth tax.
The move to a classic SARL
The SARL-S is designed as a start-up form, not as a permanent form for a company that grows. The law provides for two automatic switches. If the number of shareholders exceeds 100, the company has one year to change form. Above all, as soon as the share capital exceeds €12,000, the SARL-S must adopt the form of a classic SARL. The €12,000 threshold is therefore not just a capital ceiling: it is the natural border between the SARL-S and the SARL.
In practice, a SARL-S that develops and strengthens its equity eventually crosses that line, and the conversion then becomes a deadline to anticipate rather than to endure. It is exactly the kind of milestone that up-to-date accounting lets you see coming.
Launching your SARL-S and want the accounting clean from month one, with no nasty surprise at closing? Let's talk.
Plan my SARL-SIs the SARL-S right for you? The honest counterpoint
The SARL-S is a very good choice for getting started alone or with a few partners, without tying up €12,000 of capital and without notary fees at the entrance. For a craftsman, a trader or a service provider starting out, it is often the simplest door.
It shows its limits, on the other hand, in several cases. If you plan to open the capital to a holding company or a corporate investor, the SARL-S is closed: only natural persons can enter it. If you want to run several companies of this type, it is impossible, the one-SARL-S-per-person rule stands in the way. And a capital of one euro, while it opens the door, also signals limited solidity to a bank or a supplier granting credit. In those situations the classic SARL, despite its €12,000 capital and notarial deed, remains better suited, as we explain in our guide to setting up a SARL in Luxembourg.
What we do for a SARL-S
A SARL-S is born quickly, but its books are kept like those of any company. That is precisely where many young entrepreneurs fall behind: the light incorporation gives the illusion that the rest will be light too. Our job is to keep those books from day one, in the Odoo we configure for the PCN 2020 chart, Luxembourg VAT and the FAIA export.
The fixed fee starts from €325 per month, all in: day-to-day bookkeeping, VAT and eCDF filing, annual accounts and filing with the register, payroll, a monthly review with a dedicated account manager and permanent real-time access to your accounts. For a SARL-S watching every euro at the outset, a closed fee has a double benefit: no invoice arrives outside the monthly fee, and no question becomes a billing line. The detail is in our article on the price of an accounting firm.
We inform here on the SARL-S regime and keep it for you; we do not replace legal advice on the choice of your legal form, which is decided case by case.
SARL-S planned or already registered? We get your accounting in order and keep it current all year.
Talk about my accountingFrequently asked questions
What is the minimum capital of a SARL-S?
A SARL-S's capital is between €1 and under €12,000, fully subscribed and paid up at incorporation. As soon as it exceeds €12,000, the company must convert into a classic SARL.
Do you need a notary to set up a SARL-S?
No. Unlike the classic SARL, the SARL-S can be incorporated by private deed, without a notary. A business permit is still required before registration with the trade register.
What is the difference between a SARL and a SARL-S?
The SARL-S lightens the entry: capital from one euro and no notary, but it is reserved for natural persons, limited to one per person, and its capital cannot reach €12,000. Beyond that it becomes a classic SARL. The accounting and tax obligations are identical in both cases.
Does a SARL-S have the same accounting obligations as a SARL?
Yes. It keeps accounts under the PCN 2020, draws up its annual accounts, has them approved and files them with the register within seven months of the year-end, and meets its VAT and tax obligations like any capital company.
When must a SARL-S convert into a classic SARL?
As soon as its share capital exceeds €12,000, or if the number of shareholders exceeds 100 (with a one-year period in the latter case). The conversion is decided by the shareholders' meeting.
Read more
- Business permit in Luxembourg: conditions, procedure and cost
- Setting up a SARL in Luxembourg: steps, capital and procedures
- Starting a company in Luxembourg: accounting in year one
- A Luxembourg SME's accounting obligations: the full list
- Corporate tax in Luxembourg: CIT, MBT and net wealth tax
Why Advena?
We are the Luxembourg accounting firm that keeps your books inside the management tool it deployed for you. For a SARL-S starting out, that means clean accounting from month one, a fee announced up front from €325 per month, a named account manager and books kept current, including to anticipate the possible move to a classic SARL. We inform on the rules and keep them; we point you to specialist advice when your situation calls for it.
Tell us where your SARL-S project stands and we will tell you what is left to do, and what it costs.
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