Simplified Limited Liability Company (Société à responsabilité limitée simplifiée – SARL-S) is subject to rules that are different to Private Limited Liability Company (SARL). The main feature of the SARL-S is that, for founders, it reduces the burden of some of the requirements for registering an SARL.

The minimum share capital required to form an SARL-S is one Euro, and the company can be formed by private deed, without a notary. This type of the company gives first-time businessmen with a vehicle that allows to commence trading immediately. Only natural persons can register SARL-S’s. A natural person cannot be a shareholder in more than 1 simplified company unless shares were transferred to them following the death of another shareholder. On the other hand, a natural person can be a shareholder in an SARL-S and another company having a different type of legal form.

Simplified Limited Liability Company incorporation procedure
Here is Private Limited Liability Company incorporation procedure divided into 3 main stages:

Stage 1: Corporate bank account registration
The first stage to start a SARL-S in Luxembourg is to open a corporate bank account where the share capital will be transferred.

Stage 2: Registration of a company name
The stage is to choose the company name, followed by preparation of the Articles of Association, which together with the shareholders and directors or managers’ details have to be filed with the RCS. Lawyers in Luxembourg or a public notary have to prepare the formation documents.

Stage 3: Applying for a business license
The last stage of the company formation process comprises applying for the business license with the Ministry of Economy and filing with the tax authorities in Luxembourg.

Simplified Limited Liability Company management
The day-to-day management of the company, as well the representation of the company in managerial matters, can be delegated to one or more managers, directors or other representatives acting alone or jointly.

The SARL-S company is bound by the actions of the managers, even if these actions surpass the company’s purpose.

The management of the SARL-S is entrusted to one or more natural persons – who might also be shareholders – appointed by the shareholders, in the articles of association or company’s subsequent general meeting of shareholders, for a limited or unlimited term. Except for actions requiring a decision by the shareholders, as provided for by law or in the articles of association, the manager/s can undertake any action they deem necessary or useful for achieving the corporate purpose.