Running a Luxembourg SARL or SA: meetings, dividends, capital and the yearly calendar

A Luxembourg company is a calendar, not a certificate

Incorporating a Luxembourg SARL or SA takes one notarial deed. Keeping it in good standing takes a year of small, dated obligations. The shareholders approve the accounts within six months of the year-end. The accounts reach the trade register within one more month. Every new manager, transfer of shares or change of beneficial owner goes to a register within a month. Every change of the articles goes through a notary. Dividends follow a reserve rule and a balance sheet test.

None of this is hard, but it is unforgiving. Missed filings now cost a daily penalty, irregular dividends can be reclaimed, and a board that never meets in Luxembourg can cost the company its tax residence.

This note covers the SARL and SA under the Law of 10 August 1915 on commercial companies, as modernised in 2016 and refined in 2023, and ends with a calendar builder. If you have not chosen the form yet, start with our comparison of the SARL, SARL-S and SA.

The annual meeting, written resolutions and the board

The annual general meeting. Both forms have their accounts approved by the shareholders, at the date set in the articles and within six months of the year-end. For a calendar year that means 30 June. The agenda: approval of the accounts, allocation of the result, including the legal reserve and any dividend, and the discharge (décharge) of the managers or directors and the auditor, which protects them against company claims for acts disclosed in the accounts.

In an SA the board convenes the meeting. If all shares are registered, a registered letter at least eight days before is enough. There is no quorum for the ordinary meeting: resolutions pass by a majority of votes cast.

Written resolutions in an SARL. An SARL with 60 shareholders or fewer does not need to meet. The managers send the text of the resolutions, and the shareholders vote in writing. At the first consultation a resolution needs shareholders holding more than half of the capital. If that is not reached, a second consultation is sent and the majority of votes cast decides, whatever capital votes. Above 60 shareholders, the annual meeting must physically take place, and the company also needs a supervisory auditor. A sole shareholder simply records its decisions in writing in a register of resolutions.

If an SA amendment meeting misses the 50% quorum, a second meeting decides without one, still by two thirds. Since 2023, suspended, waived and treasury shares are ignored when quorums and majorities are counted.

Board and managers' meetings. An SA has a board of at least three directors, or a single director if it has one shareholder; directors serve up to six years and can be re-elected. An SARL has one or more managers (gérants), often organised as a board of managers with class A and class B signatures. The articles set notice, quorum and whether unanimous written resolutions are allowed. Minutes record who attended, from where, what was discussed and decided. A director with a conflicting financial interest in an SA must declare it, abstain and have it reported to the next general meeting.

Where the board meets matters for tax. A company is resident in Luxembourg if its registered office or its central administration is there. Tax authorities abroad look at where key decisions are actually taken. The safe practice: meetings in Luxembourg, a majority of managers physically present, minutes that show real discussion. Our note on nominee directors and domiciliation explains why a local manager must be able to say no, and the one on a foreign director of a Luxembourg company covers pay and tax.

Law and practice: Law of 10 August 1915 on commercial companies: approval of annual accounts by the general meeting (Articles 450-8 for the SA and 710-23 for the SARL), majority of votes cast in the SA ordinary meeting (Article 443-2), SARL majorities (Article 710-18), written resolutions and the 60-shareholder threshold, convening by the managers (Article 710-21), conflicts of interest in the SA (Article 441-7). Law of 7 August 2023 (bill no. 8007) on quorum calculation. Guichet.lu, Shareholders' general meeting of an SARL.

Legal reserve, distributable profit and interim dividends

Legal reserve. Each year at least 5% of the net profit goes to the legal reserve until that reserve reaches 10% of the subscribed capital. An SARL with EUR 12,000 of capital needs EUR 1,200; an SA with EUR 30,000 needs EUR 3,000. The obligation restarts if the reserve falls below 10%. A SARL-S applies a similar rule until capital and reserve together reach EUR 12,000.

What can be distributed. The general meeting may distribute the profit of the last financial year plus profits carried forward and distributable reserves, minus losses carried forward and amounts that must go to the legal or statutory reserves. A second test sits on top: no distribution may bring the net assets below the subscribed capital plus the reserves that cannot be distributed. Share premium is in principle available, unless the articles lock it, and so is a capital contribution booked on account 115.

Managers should also check cash: after the payment, can the company pay its debts as they fall due? Distributions in breach of the rules can be reclaimed from shareholders who knew, or could not have been unaware, of the irregularity.

Interim dividends. An SA may pay interim dividends if its articles authorise the board. Since 2016 the same applies to an SARL whose articles allow it. The conditions are strict and cumulative: interim accounts showing enough funds; an amount no larger than the profit since the last approved year-end, plus profits carried forward and distributable reserves, minus losses and required reserve allocations; a decision of the board or managers within two months of the date of the interim accounts; and, where the company has a supervisory auditor or a statutory auditor, that auditor's report confirming the conditions. If the full-year result is lower than what was paid, the excess is treated as an advance on the next dividend.

Withholding tax. Dividends from a Luxembourg company bear 15% withholding tax, declared and paid within eight days of payment. A qualifying parent company that holds at least 10%, or shares that cost at least EUR 1.2 million, for at least 12 months receives them free of withholding. Individual shareholders abroad rely on a tax treaty. Our note on dividends to non-resident shareholders sets out the exemptions, and the one on shareholder loans explains when a loan is the better route.

Share premium and account 115. Groups have long funded Luxembourg companies through share premium or account 115, a contribution to equity without issuing shares, and repaid it without withholding tax on the view that it returns capital. That view is under pressure. In a judgment of 25 March 2026 (case no. 45846a) the Administrative Tribunal held that a repayment of account 115 without a formal reduction of share capital is a distribution within the 15% withholding tax; the case can still go to the Administrative Court. Until the position settles, repaying through a formal capital reduction, or checking an exemption first, is the prudent route.

Law and practice: Law of 10 August 1915: legal reserve (Article 461-1), distributable amounts and the net asset test (Article 461-2), interim dividends in the SA (Article 461-3) and the equivalent SARL rules introduced by the Law of 10 August 2016. Income Tax Law (LIR), Articles 146 to 148 (dividend withholding tax and exemption). Administrative Tribunal, 25 March 2026, no. 45846a.

Increases, authorised capital, reductions and buy-backs

Capital increase. Raising capital amends the articles, so it needs an extraordinary resolution before a notary and publication in the RESA. In an SA, existing shareholders have a preferential subscription right on cash issues, which the meeting can limit or cancel on a board report. New shareholders entering an SARL need the same three-quarter approval as a transfer to an outsider.

Contributions in kind differ by form. In an SA, an approved statutory auditor (réviseur d'entreprises agréé) must value the assets in a report annexed to the deed, confirming they are worth at least the nominal value and premium issued. An SARL has no such statutory requirement, which is why holding portfolios are usually contributed to SARLs. The tax side needs its own check.

Authorised capital. The articles of an SA can authorise the board to increase the capital up to a stated amount for up to five years, renewable, and to limit preferential rights within that authority. Since 2016 an SARL can do the same, though shares can only go to existing shareholders or to persons already approved.

Capital reduction. A reduction also amends the articles before a notary. Where it returns money to shareholders, creditors whose claims arose before the publication of the deed in the RESA have 30 days from publication to ask the court for security, and nothing may be paid to shareholders until they are satisfied or the court rejects the request. A reduction to absorb losses does not trigger this window. Plan the 30 days into any exit or refinancing timetable: they cannot be shortened.

Own shares. An SA may buy its own shares with the authorisation of the general meeting, valid for up to five years, provided the purchase does not bring the net assets below capital plus non-distributable reserves and the shares are fully paid. Treasury shares carry no vote. Since 2016 an SARL may also acquire its own shares under similar conditions, and the articles can create redeemable shares. The 2023 amendments removed the veto that a transferring shareholder had over a redemption by the company and the obligation to cancel redeemed SARL shares.

Law and practice: Law of 10 August 1915: SA contribution-in-kind report by an approved statutory auditor (Article 420-10), authorised capital for five years in the SA (Article 420-22) and SARL (Law of 10 August 2016), preferential subscription rights, capital reduction and creditor protection after RESA publication, acquisition of own shares (Article 430-15 for the SA). Law of 7 August 2023 (bill no. 8007) on SARL redemptions. Where an article number is not given, the rule is in the 1915 Law as amended.

Transfers, managers, registers and the registered office

Share transfers in an SARL. Shares pass freely between existing shareholders and on death to heirs if the articles say so. A transfer to anyone else needs the approval of shareholders holding three quarters of the capital; since 2016 the articles can lower this to one half. The transfer is a private deed, but it binds the company only once it has been notified to or accepted by the company under Article 1690 of the Civil Code. The new shareholding is filed with the RCS within one month. The shareholders' agreement usually adds pre-emption and leaver rules; see our note on the shareholders' agreement for a B.V. or SARL.

Share transfers in an SA. Registered shares are transferred by an entry in the share register kept at the registered office, signed by the transferor and transferee or their representatives. SA shareholders are not listed on the RCS, so banks and buyers will ask for the register itself.

Managers and directors. Appointments, resignations and changes of signing powers are filed with the RCS within one month and published in the RESA; until then they cannot be relied on against third parties. A resignation that is never filed leaves the manager on the record.

Beneficial owners. The RBE must show the individuals who own or control more than 25%, or, failing them, the senior managers. A change, such as a transfer of shares that crosses 25%, is filed within one month of the company learning of it. Criminal fines for RBE breaches run from EUR 1,250 to EUR 1,250,000.

Registered office and domiciliation. A company without its own premises is domiciled with a regulated professional under the Law of 31 May 1999, under a written agreement. Since 2016 the articles can authorise the board to move the registered office anywhere in Luxembourg and record the change; moving abroad is a cross-border conversion with its own procedure.

From SARL-S to SARL. A SARL-S converts by notarial deed, raising capital to at least EUR 12,000, before its capital exceeds that amount or a company becomes a shareholder.

• Within one month: RCS filing for managers, directors, auditors, SARL shareholders, registered office and articles.
• Within one month: RBE update after a change of beneficial owner.
• Before acting: Notary for any change of articles, capital, form or seat abroad.
• Kept at the office: Share register (SA), register of resolutions, minutes, domiciliation agreement.

Law and practice: Law of 10 August 1915: SARL transfer approval and its reduction to one half; SA share register; bearer share immobilisation (Law of 28 July 2014). Law of 19 December 2002 on the RCS and Law of 13 January 2019 on the RBE, both amended by the Law of 23 January 2025 in force since 1 February 2025. Law of 31 May 1999 on domiciliation. Guichet.lu, Filing amendments and corrections with the RCS: filings within one month of the triggering event.

Auditors, late filing and the tax touchpoints

Supervisory auditor or statutory auditor. Every SA needs a supervisory auditor (commissaire), who can be anyone independent and reports to the annual meeting. An SARL needs one only above 60 shareholders. A company that exceeds two of three thresholds on two consecutive year-ends, a balance sheet of EUR 7.5 million, net turnover of EUR 15 million and 50 employees, needs a full statutory audit by an approved statutory auditor, which replaces the supervisory auditor.

Late filing. The accounts go to the RCS within one month of approval and no later than seven months after the year-end; our note on annual accounts in Luxembourg covers the eCDF format. Late deposits cost higher fees, and managers who fail to file face criminal fines of EUR 500 to EUR 25,000. Since 21 September 2026 the Luxembourg Business Registers are applying the sanctions phase of the 2025 reform: a notice that a verification is under way, certificates showing the deficiencies, a daily penalty of EUR 40 and, at the end, deregistration of the file, with referral to the State Prosecutor. To close a company properly instead, see closing a Luxembourg company.

Tax touchpoints. Corporate income tax, municipal business tax and net wealth tax returns for 2025 are due by 31 December 2026; our Benelux filing calendar lists the rest. Three tax points depend on corporate decisions. First, the dividend withholding return within eight days of each payment. Second, the minimum net wealth tax, set by the balance sheet total since tax year 2025: EUR 535 up to EUR 350,000, EUR 1,605 up to EUR 2 million and EUR 4,815 above. Third, the net wealth tax reserve: a company can reduce its net wealth tax by allocating five times the reduction to a special reserve kept for the following five years, limited by its corporate income tax for the year. It is booked in the resolution on the result.

Law and practice: Law of 19 December 2002 on the RCS and annual accounts, small-company thresholds updated by the Grand-Ducal Regulation of 25 October 2024; Law of 10 August 1915, Article 1500-2 (fines); Law of 23 January 2025 and the LBR sanctions phase from 21 September 2026; Law of 28 October 2022 on administrative dissolution; Net Wealth Tax Law, Sections 8 and 8a; Income Tax Law, Article 146.

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The calendar starts from your year-end in 2026 and adds the steps your plans trigger. Event steps have no fixed date: the deadline runs from the deed or the change.

Running a Luxembourg SARL or SA: frequent questions