Société à responsabilité limitée: SARL

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 40 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.Type your paragraph here.

SARL is a form of company that is particularly interesting for natural or legal persons that wish to:

• benefit from liability limited to their contributions without being obliged to make a significant initial contribution (minimum share capital: 12,394.68 euros);
• retain control over the circle of partners (the company shares are not freely transferable);
• create a relatively simple business structure requiring reduced administrative formalities (compared with a public limited company (Société anonyme – SA).

An SARL can be formed for any company object whatsoever, provided that it is legal. However, insurance, savings or investment companies cannot take the form of an SARL.

The partners of an SARL are not required to have the capacity as a trader. It is sufficient for the partners to be capable of administering assets.

Constitutional documents

by notarised deed;
mandatory publication in the Mémorial C (normally carried out by the notary).

Duration

unlimited, unless otherwise specified in the articles of association;
not dissolved on the death, suspension, bankruptcy or ruin of one of the partners, unless otherwise stipulated in the articles of association.Conditions

minimum EUR 12,394.68;
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.

Form of company shares

registered shares;
of equal value with a minimum of EUR 24.79;
creation of beneficiary shares is not allowed;
public offering of company shares or bonds is not allowed;
private offering of bonds is allowed (subject to the approval of the partners if the bonds are convertible into shares).

Transfer of company shares

• shares are not freely transferable;
• they can only be transferred between living persons to non-partners with the consent of the partners’ general meeting representing at least ¾ of the share capital;
• the transfer of shares must be recorded in a notarised deed or in a private deed.Conditions

No conditions on the ability to be a partner.

Numbers

from 2 to 40 natural or legal persons;
exception: a single partner for a single-person limited liability company.

Liability

• the partners are liable up to the amount of their contributions to the share capital;
• the founders of a business and, in the event of a capital increase, the managers, are jointly and severally liable towards third parties:

for the part of the capital not validly subscribed and the difference between the minimum capital and the amount of the subscriptions;
for fully paying up the shares and the portion of the capital for which they have subscribed;
for the redress of damage arising from either the nullity of the company or deceitful or missing statements in the company deed.

The memorandum of association can limit the notion of business founder to the subscribers who own at least one third of the share capital in common. In this case, all other partners in the memorandum of association are deemed to be simple subscribers.

Meeting of partners

ordinary and extraordinary general meetings are called by the business managers;
no predefined legal formalities concerning the form or deadline for calls to meetings;
the rules for calling meetings can be defined in the articles of association.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).

Accounting and financial information

obligation to produce: balance sheet, profit and loss accounts, notes to the financial statements and management report, which must be approved by the partners’ meeting and lodged with the RCS (Trade and Companies Register) within 7 months of the closing of the financial year (6 months to hold the meeting plus 1 month as from the meeting);
SARLs can draw up an abbreviated balance sheet if, on the balance sheet date, they do not exceed 2 out of 3 of the following criteria:

balance sheet total: EUR 4.4 million;
net turnover: EUR 8.8 million;
average staff numbers: 50;

SARLs can combine certain headings in the profit and loss accounts if, on the balance sheet date, they do not exceed 2 out of 3 of the following criteria:

balance sheet total: EUR 12.5 million;
net turnover: EUR 25 million;
average staff numbers: 250;

the accounts must be drawn up according to the ‘Lux Gaap’ rules.

Controlled supervision of the company

Only companies with more than 25 partners are subject to mandatory supervision by one or more auditors (commissaires aux comptes), partners or otherwise, appointed in the articles of association;
supervision by a registered auditor (réviseur d’entreprises) is mandatory in all companies which, on the balance sheet date after two consecutive financial years, exceed 2 out of 3 of the following criteria:

balance sheet total: EUR 4.4 million;
net turnover: EUR 8.8 million;
average staff numbers: 50.

• fixed registration fee;
• property tax;
• business tax;
• net wealth tax;
• corporate income tax;
• fiscally ‘opaque’, profits are not taxed at the level of the partners

VAT return according to the following criteria:

• annual turnover excluding tax < EUR 112,000 -> annual;
• annual turnover excluding tax between EUR 112,000 and EUR 620,000 -> quarterly;
• annual turnover excluding tax > EUR 620,000 -> monthly.