Société à Responsabilité Limitée (Sàrl): The Complete Guide to the Luxembourg Private Limited Company

Overview

The Société à Responsabilité Limitée (Sàrl) — literally "company with limited liability" — is the most widely used private company form in Luxembourg and the standard vehicle for entrepreneurs, subsidiaries of multinational groups, family businesses, and investment holding structures. It combines the fundamental protection of limited liability with a flexible governance framework and access to Luxembourg's extensive network of tax treaties and the EU participation exemption.

The Sàrl is a legal person (personne morale): it exists independently of its shareholders (associés), can own assets, enter contracts, incur debts, and sue and be sued in its own name. Shareholders bear no personal liability for the company's debts beyond the amount they have invested. The Sàrl is the Luxembourg equivalent of the German GmbH, the French SARL, the Dutch BV, and the Spanish SRL.

Unlike the Société Anonyme (SA) — Luxembourg's public company form — the Sàrl cannot issue shares to the public, cannot be listed on a stock exchange, and is limited to a maximum of 100 shareholders.

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1. Legal Framework

The Sàrl is governed primarily by the Law of 10 August 1915 on Commercial Companies (loi du 10 août 1915 concernant les sociétés commerciales), as extensively amended. The most significant recent overhaul was carried out by the Law of 10 August 2016, which modernised Luxembourg company law across the board — introducing new governance flexibility, updating capital rules, enabling corporate gérants, and simplifying certain procedural requirements.

Instrument	Scope
Law of 10 August 1915 on Commercial Companies (as amended)	Primary Sàrl company law
Law of 10 August 2016	Major 2016 reform — flexibility, governance, gérant rules
Law of 19 December 2002 on the RCS	Registre de Commerce et des Sociétés obligations
Law of 13 January 2019 on the RBO	Registre des Bénéficiaires Effectifs (UBO register)
Loi de l'impôt sur le revenu (LIR)	Corporate income tax
Loi concernant l'impôt commercial communal	Municipal business tax (ICC)
Loi sur l'impôt sur la fortune	Net wealth tax (NWT/IF)
Loi du 12 novembre 2004 (Wwft equivalent)	Anti-money laundering; beneficial ownership
Loi du 19 décembre 2024	AML package — updated UBO/due diligence rules

The Administration des contributions directes (ACD) is the competent authority for direct taxes. The Commission de Surveillance du Secteur Financier (CSSF) supervises regulated entities (banks, investment funds, payment institutions) that operate through a Sàrl structure. The Luxembourg Business Registers (LBR) administers the RCS and RBO on behalf of the Ministry of Justice.

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2. Limited Liability (Responsabilité Limitée)

The Sàrl's defining protection is responsabilité limitée: a shareholder (associé) is not personally liable for the debts and obligations of the Sàrl. If the company cannot pay its creditors, those creditors cannot pursue the shareholders' personal assets. Each shareholder's maximum exposure is limited to the amount they invested — the value of their parts sociales (shares).

Exceptions to limited liability include:

• Manager liability in insolvency: Under Article 59 of the 1915 Law, gérants may be held personally liable to the company and to third parties for damages resulting from violations of the law or the articles of association, or from management faults. In insolvency, the liquidator may bring an action for the social debt (action en comblement du passif) against gérants whose gross negligence or intentional misconduct contributed to the insufficiency of assets.
• Pre-registration liability: Persons who act in the name of a company before its registration in the RCS are jointly and severally personally liable for those acts, unless the company ratifies them after registration.
• Piercing the corporate veil: Luxembourg courts will disregard the corporate veil in cases of fraud, abuse of legal form, or where the Sàrl is used as a mere instrument of its shareholders with no independent substance.
• Capital reduction below legal minimum: If losses reduce the company's net assets below 50% of the subscribed share capital, the gérant must convene an extraordinary general meeting within two months to vote on dissolution or remedial measures. Failure to act creates personal exposure for the gérant.

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3. Minimum Share Capital

The Sàrl has a statutory minimum share capital of €12,000 (Article 182 of the 1915 Law, as amended by the 2016 reform). The entire subscribed share capital must be fully paid up at the time of incorporation — there is no deferred payment option under current law.

Capital may be contributed: - In cash — deposited into a bank account in the company's name or in a blocked account in the company's favour prior to incorporation. - In kind — assets other than cash. In-kind contributions must be valued and described in the notarial deed of incorporation; no mandatory independent expert valuation is legally required for a Sàrl (in contrast to an SA), but the notary must be satisfied as to the value.

Shares (parts sociales): The share capital is divided into parts sociales. Each part sociale must have a nominal value of at least €1. Parts sociales are registered (nominatif) — there are no bearer shares in a Sàrl.

Capital increases require a shareholder resolution (by the majority required for an amendment of the articles), a notarial deed, and filing with the RCS.

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4. Shareholder Composition (Associés)

The Sàrl may have between 1 and 100 shareholders (associés). This limit distinguishes it from the SA and is a fundamental characteristic of the form.

• Minimum: 1 shareholder — the Sàrl unipersonnelle (single-shareholder Sàrl) is fully permitted.
• Maximum: 100 shareholders. If the number of shareholders exceeds 100 (for example, following a share transfer or inheritance), the company must convert to a different form (typically an SA) within one year or be dissolved.
• Shareholders may be natural persons or legal entities, resident or non-resident in Luxembourg.
• There are no nationality or residency requirements for shareholders.

Single-shareholder Sàrl: All decisions that would normally require a shareholders' meeting are taken by the sole shareholder and recorded in writing. The sole shareholder may not be another single-member company that is itself a Sàrl unipersonnelle.

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5. Incorporation Process

Step 1 — Engage a Luxembourg notary (notaire)

Incorporation of a Sàrl requires a deed (acte) executed before a Luxembourg civil-law notary (notaire). There is no alternative procedure. Founders engage a notaire, who advises on the structure, prepares the deed of incorporation, and ensures compliance with the 1915 Law. Notarial fees are set by regulation and are typically in the range of €1,000 to €3,000 depending on complexity and share capital.

Step 2 — Prepare the deed of incorporation

The notary prepares the acte constitutif (deed of incorporation), which includes the articles of association (statuts). The deed must be executed in French, German, or Luxembourgish. An English translation may be provided but is not the authoritative legal version.

The deed must state: the company name, the registered office address, the corporate object, the share capital, the number of parts sociales and their nominal value, the identity of the shareholders and their respective contributions, the identity of the initial gérant(s), and any special provisions of the statuts.

Step 3 — Deposit the share capital

Before or simultaneously with the execution of the deed, the share capital must be deposited in full. For cash contributions, a bank certificate (attestation de blocage de fonds) is required at the time of notarial execution. For in-kind contributions, an inventory and description of the assets must be appended to the deed.

Step 4 — RCS registration

Within 15 days of the deed of incorporation, the notary files the deed with the Registre de Commerce et des Sociétés (RCS) through the LBR e-filing portal. The Sàrl acquires legal personality upon RCS registration. The RCS assigns a unique RCS registration number (e.g., B 000001), which must appear on all commercial correspondence, invoices, and the company's website.

Step 5 — Publication in the RESA

Following RCS registration, the deed is published in the Recueil Électronique des Sociétés et Associations (RESA) — the official Luxembourg electronic gazette for corporate acts. Third parties may legally rely on published information from the date of publication.

Step 6 — RBO registration

Within 1 month of incorporation, the company must register its beneficial owners in the Registre des Bénéficiaires Effectifs (RBO) through the LBR portal (see Section 12).

Step 7 — Tax and VAT registration

The company must register with the Administration des contributions directes (ACD) for corporate income tax and, if applicable, with the Administration de l'enregistrement, des domaines et de la TVA (AED) for VAT. VAT registration is required if the company makes taxable supplies exceeding €35,000 per year.

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6. Articles of Association (Statuts)

The statuts form the constitutional document of the Sàrl. Mandatory contents under the 1915 Law include:

1. Company name (dénomination sociale) — must include "Sàrl" or "société à responsabilité limitée."
2. Registered office (siège social) — must be in Luxembourg (a commune of the Grand Duchy). A virtual registered office provided by a domiciliation agent is permitted.
3. Corporate object (objet social) — must describe the company's activities with sufficient precision. Holding and financial activities are frequently included for Luxembourg holding structures.
4. Share capital (capital social) — the amount, number of parts sociales, and nominal value.
5. Identity of founding shareholders — names, addresses, and the number of parts sociales subscribed by each.
6. Duration — the Sàrl may be incorporated for an unlimited or fixed duration.
7. Governance rules — how gérants are appointed and dismissed, their powers, and representation authority.

Commonly included optional provisions: - Transfer restrictions (beyond the statutory 75% consent rule). - Different classes of parts sociales with different economic or voting rights. - Rules for shareholder meetings and voting thresholds. - Drag-along and tag-along provisions. - Rules for profit distribution and reserves.

Any amendment to the statuts requires a notarial deed and re-filing with the RCS and re-publication in the RESA.

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7. Governance Structure

7.1 Shareholders' Meeting (Assemblée des Associés)

The shareholders' meeting is the supreme decision-making body of the Sàrl. For companies with more than 25 shareholders, an annual general meeting (AGM) must be held within 6 months of the close of the financial year. For companies with 25 or fewer shareholders, written resolutions are a full substitute for a physical meeting.

Voting thresholds under the 1915 Law:

Decision	Default threshold
Ordinary management decisions	Simple majority of votes cast
Appointment and removal of gérant	Simple majority of all shares (not just those present)
Amendment of statuts (incl. capital increase/decrease)	Majority of shareholders representing at least 75% of share capital
Change of nationality or increase of shareholder obligations	Unanimity
Dissolution before term	Majority of shareholders representing at least 75% of share capital

The statuts may provide for higher thresholds for any decision. Luxembourg law does not permit the statuts to lower the 75% threshold for amendments.

7.2 Gérant(s) — Management

The Sàrl is managed by one or more gérants (managers). There is no supervisory body required — the gérant is the sole management organ.

Key rules: - Gérants may be shareholders or third parties (non-shareholders). - Since the 2016 reform, a legal entity (e.g., a holding company) may act as gérant of a Sàrl. When a legal entity is appointed as gérant, it must designate a natural person as its permanent representative (représentant permanent) who carries the same personal liability as if they were individually gérant. - Gérants are appointed by the shareholders and may be revoked ad nutum (without cause) by a simple majority of all shares, unless the statuts provide for a fixed mandate. Revocation without valid reason in cases of fixed mandates may give rise to damages. - There are no nationality or residency requirements for gérants, though tax residency of key managers may affect the company's tax residency. - The gérant represents the company in all legal acts and towards third parties. Acts performed by the gérant beyond the corporate object are binding on the Sàrl vis-à-vis third parties acting in good faith, unless the Sàrl can show the third party knew or should have known of the limitation.

7.3 Supervisory Body (Optional)

For Sàrls with more than 25 shareholders, the appointment of one or more statutory auditors (commissaires aux comptes) is required unless the company is subject to mandatory external audit (see Section 10). For companies with 25 or fewer shareholders, no statutory auditor is required. A supervisory board (conseil de surveillance) is not required but may be provided for in the statuts.

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8. Parts Sociales — Transfer and Restrictions

8.1 Nature of Parts Sociales

Parts sociales in a Sàrl are registered and indivisible. They are not securities (valeurs mobilières) within the meaning of Luxembourg financial law and may not be offered to the public or listed on a stock exchange. This distinguishes the Sàrl fundamentally from the SA.

8.2 Transfer to Third Parties — Mandatory Consent

Transfer of parts sociales to a person who is not already a shareholder (cession à un tiers) requires the prior consent of shareholders representing at least 75% of the total share capital (Article 189 of the 1915 Law). This is a statutory rule: the statuts may provide for a higher threshold but not a lower one. The consent requirement protects the closed character of the Sàrl.

The transfer is formalised by: - A notarial deed (acte notarié); or - A private deed (acte sous seing privé) filed with the RCS.

The transfer takes effect against the company and third parties only once it has been notified to or accepted by the company and registered in the RCS.

8.3 Transfer Between Existing Shareholders

Transfer of parts sociales between existing shareholders is freely permitted without the consent of other shareholders, unless the statuts restrict it.

8.4 Inheritance and Transfer by Operation of Law

Parts sociales are freely inheritable. However, the statuts may restrict the transfer of shares to heirs who are not existing shareholders, requiring the heirs to offer the shares to existing shareholders first at a fair price.

8.5 Shareholders' Register

The company must maintain a register of shareholders (registre des associés) recording the identity of all shareholders, the number of parts sociales held by each, and any pledges or usufructs. The register is held at the registered office and is not filed with the RCS (unlike the annual accounts), but is available to shareholders and certain third parties with a legitimate interest.

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9. Taxation

9.1 Corporate Income Tax (Impôt sur le Revenu des Collectivités — IRC)

The Sàrl is subject to Luxembourg corporate income tax (IRC) on its worldwide taxable income. Current rates:

Taxable income	Rate
Up to €175,000	15%
Between €175,001 and €200,000	Graduated (€26,250 + 31% on the excess above €175,000)
Above €200,000	17%

A 7% solidarity surcharge on the IRC amount is added for the employment fund (fonds pour l'emploi), bringing the effective IRC rate to: - 16.05% on income up to €175,000 (15% × 1.07). - 18.19% on income above €200,000 (17% × 1.07).

9.2 Municipal Business Tax (Impôt Commercial Communal — ICC)

In addition to IRC, Sàrls are subject to municipal business tax (ICC) levied by each commune on taxable income. The ICC rate varies by commune:

Commune	ICC rate (2025)
Luxembourg City	6.75%
Esch-sur-Alzette	6.75%
Strassen	6.00%

ICC is deductible from the IRC base.

Combined effective tax rate in Luxembourg City (2025): approximately 24.94% (IRC 18.19% + ICC 6.75%, subject to deductibility adjustments).

9.3 Net Wealth Tax (Impôt sur la Fortune — NWT/IF)

Sàrls are subject to Luxembourg net wealth tax (NWT) levied annually on the company's unitary value (valeur unitaire) — broadly, the fair market value of net assets:

Net wealth	Rate
Up to €500,000,000	0.5% per annum
Above €500,000,000	0.05% per annum on the excess

A minimum NWT applies to companies whose financial assets, transferable securities, and cash deposits exceed 90% of total assets or €350,000:

Balance sheet total	Minimum NWT
≤ €350,000	€535
€350,001 – €2,000,000	€1,605
€2,000,001 – €10,000,000	€5,350
€10,000,001 – €15,000,000	€10,700
€15,000,001 – €20,000,000	€17,920
> €20,000,000	€32,100

NWT may be reduced by a tax credit equal to five times the IRC paid in the preceding five years (subject to conditions).

9.4 Participation Exemption (Régime des Sociétés Mères)

Luxembourg's participation exemption is one of the most attractive features of the Sàrl as a holding vehicle. Both dividends received and capital gains on the disposal of qualifying participations are fully exempt from IRC and NWT, provided the following conditions are met:

Condition	Requirement
Minimum participation	At least 10% of share capital, OR acquisition cost of at least €1,200,000 (dividends) / €6,000,000 (capital gains)
Holding period	At least 12 months (or a commitment to hold for 12 months)
Qualifying subsidiary	Must be a fully taxable Luxembourg company, an EU company covered by the Parent-Subsidiary Directive, or a third-country company subject to comparable taxation (at least 8.5% effective tax rate on comparable income)

The participation exemption makes the Luxembourg Sàrl a common vehicle for holding stakes in operating subsidiaries across the EU and beyond.

9.5 Dividend Withholding Tax (Retenue à la Source sur Dividendes)

When a Sàrl distributes dividends to its shareholders, it is required to withhold 15% dividend withholding tax (retenue à la source) and remit it to the ACD.

Withholding exemption: No withholding tax applies if: - The shareholder is a qualifying parent company (holding ≥10% or acquisition cost ≥ €1.2M for ≥12 months) resident in the EU, EEA, or a treaty country; and - The subsidiary is fully taxable in Luxembourg.

This exemption, combined with the participation exemption at the subsidiary level, makes Luxembourg a highly tax-efficient jurisdiction for EU holding structures.

No withholding tax on interest or royalties paid by a Luxembourg Sàrl to non-resident recipients (subject to applicable legislation and anti-abuse rules).

9.6 VAT (Taxe sur la Valeur Ajoutée — TVA)

Luxembourg applies EU VAT rules. Standard VAT rates:

Rate	Category
17%	Standard rate — most goods and services
14%	Intermediate rate — certain wines, advertising materials
8%	Reduced rate — energy products, plant, hairdressing
3%	Super-reduced rate — food, children's clothing, books, medicine
0%	Exempt with right of deduction: exports

Luxembourg's standard VAT rate of 17% is the lowest in the EU. A Sàrl with annual turnover below €35,000 may opt for the simplified franchise scheme (franchise de la taxe) and charge no VAT, but cannot deduct input VAT.

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10. Annual Reporting Obligations

10.1 Annual Accounts (Comptes Annuels)

Every Sàrl must prepare annual accounts (bilan, compte de profits et pertes, and notes) for each financial year and present them to the shareholders' meeting for approval.

Filing with the RCS: Approved accounts must be filed with the LBR (Luxembourg Business Registers) portal within 7 months of the close of the financial year. Late filing carries administrative fines.

Company size and filing requirements:

Size class	Balance sheet total	Net turnover	Employees	Disclosure required
Micro	≤ €350,000	≤ €700,000	≤ 10	Abridged balance sheet only
Small	≤ €4,400,000	≤ €8,800,000	≤ 50	Abridged balance sheet + notes
Medium	≤ €20,000,000	≤ €40,000,000	≤ 250	Full accounts; audit required if 2/3 criteria exceeded
Large	> €20,000,000	> €40,000,000	> 250	Full accounts + mandatory audit

(A company is classified as small, medium, or large if it exceeds the thresholds for at least 2 of the 3 criteria in 2 consecutive years.)

10.2 Statutory Audit

A mandatory external audit by an approved statutory auditor (réviseur d'entreprises agréé — REA) is required when the Sàrl exceeds at least 2 of the 3 following thresholds for two consecutive financial years:

• Balance sheet total: > €4,400,000
• Net turnover: > €8,800,000
• Average number of employees: > 50

Sàrls that fall below these thresholds and have more than 25 shareholders must appoint a commissaire aux comptes (internal/statutory auditor) — a less demanding form of review.

10.3 Corporate Tax Return

An annual IRC return must be filed electronically with the ACD via the MyGuichet.lu portal. The standard filing deadline is 31 May of the following year, extendable on request for companies using a tax representative.

10.4 Annual General Meeting

An AGM must be held within 6 months of the close of the financial year to approve the annual accounts and discharge the gérant(s) from liability. For companies with 25 or fewer shareholders, a written resolution signed by all shareholders (résolution circulaire) is a legally valid alternative to a physical meeting.

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11. RCS Registration

Every Sàrl must be registered in the Registre de Commerce et des Sociétés (RCS), maintained by the LBR (Luxembourg Business Registers) on behalf of the Ministry of Justice.

Information registered includes: - Company name and any commercial names. - Registered office address. - Legal form: société à responsabilité limitée. - Corporate object. - Share capital (amount, number of parts sociales, nominal value). - Identity of gérant(s) and their signature authority. - Date of incorporation and duration. - Any amendments, capital increases, mergers, or dissolution proceedings.

Public register: Any person may consult and obtain certified extracts from the RCS through the LBR online portal (lbr.lu) for a small fee. The RCS number must appear on all business correspondence, invoices, and the company's website.

Annual accounts are published via the RCS filing and are publicly accessible once filed. The publication serves as the official public disclosure of the company's financial position.

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12. Registre des Bénéficiaires Effectifs (RBO)

Every Sàrl must register its ultimate beneficial owners (UBOs) in the Registre des Bénéficiaires Effectifs (RBO), established by the Law of 13 January 2019 and administered by the LBR.

Definition of UBO: A natural person who, directly or indirectly: - Holds more than 25% of the parts sociales or voting rights in the Sàrl; or - Exercises effective control over the Sàrl by other means.

If no natural person meets the 25% threshold, the senior managing official(s) (gérant(s)) must be registered as the UBO of last resort.

Registration obligations: - Initial registration: within 1 month of incorporation. - Updates: any change in UBO information must be registered within 1 month of the change becoming known. - Annual confirmation: the company must confirm RBO data at least once per year, even if nothing has changed, via the LBR portal.

Access to the RBO: - Competent authorities (police, AML authorities, ACD, CSSF) have unrestricted access. - Obliged entities (banks, notaries, auditors, lawyers) may access data relevant to customer due diligence. - General public access to basic UBO information (name, nationality, country of residence, nature and extent of beneficial interest) is available — subject to the constitutional and CJEU constraints addressed in Luxembourg's ongoing legislative review following the CJEU ruling in Joined Cases C-37/20 and C-601/20.

Penalties: Failure to register, update, or confirm UBO information: administrative fines up to €1,250,000 for legal persons (as updated by the Law of 23 January 2025). Gérants who fail to comply may be personally fined up to €125,000.

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13. Luxembourg as a Holding Vehicle — The SOPARFI

Luxembourg's combination of the participation exemption, an extensive tax treaty network, the absence of withholding tax on interest and royalties, and EU membership makes the Sàrl a common vehicle for holding and finance structures. The most common Luxembourg holding vehicle is the SOPARFI (Société de Participations Financières) — not a special legal form, but a designation for a fully taxable Luxembourg company (typically a Sàrl or SA) whose principal activity is the holding of participations.

Key features of the SOPARFI Sàrl:

• Full access to the participation exemption (see Section 9.4) — dividends and capital gains from qualifying subsidiaries are effectively tax-free.
• EU Parent-Subsidiary Directive — dividends received from EU subsidiaries are exempt from withholding tax at source in the subsidiary's jurisdiction.
• EU Interest and Royalties Directive — interest and royalties received from EU group companies are exempt from withholding tax in the source jurisdiction.
• Substance requirements: To maintain the benefits of Luxembourg's tax treaties and EU directives, the SOPARFI must have real economic substance in Luxembourg: at least one qualified employee (or director) physically present in Luxembourg, appropriate office facilities, and decision-making genuinely occurring in Luxembourg. Tax authorities scrutinise "letterbox" structures.
• Anti-hybrid and anti-abuse rules: Luxembourg has transposed the EU ATAD (Anti-Tax Avoidance Directive) measures, including hybrid mismatch rules, interest limitation rules (EBITDA-based, with a €3 million threshold), controlled foreign company (CFC) rules, and a general anti-abuse rule (GAAR).

Regulated fund vehicles: Sàrls can also serve as the legal form for certain regulated vehicles: a SICAR (Société d'Investissement en Capital à Risque — risk capital investment company) or a SIF (Fonds d'Investissement Spécialisé — specialised investment fund) may be incorporated as a Sàrl, subject to CSSF authorisation and ongoing supervision.

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14. Dissolution

14.1 Voluntary Dissolution

Step 1 — Shareholders' resolution: Shareholders representing at least 75% of the share capital vote to dissolve the Sàrl at an extraordinary general meeting (or by circular resolution with the same majority).

Step 2 — Appointment of liquidator (liquidateur): A liquidator is appointed (the gérant may act as liquidator, or an independent external liquidator may be designated). From dissolution, the company's name must carry the suffix "en liquidation."

Step 3 — RCS and RESA: The dissolution resolution must be filed with the RCS and published in the RESA within 15 days.

Step 4 — Settlement of assets and liabilities: The liquidator collects receivables, sells assets, and pays all creditors. Asset disposals during liquidation are subject to IRC.

Step 5 — Distribution: Remaining assets are distributed to shareholders pro rata. This distribution is subject to 15% withholding tax unless the shareholder qualifies for an exemption.

Step 6 — Final accounts and closure: The liquidator prepares final accounts. A closing shareholders' meeting approves the final accounts and discharges the liquidator. The notary closes the liquidation by notarial deed, which is filed with the RCS and published in the RESA.

14.2 Dissolution for Capital Impairment

If the Sàrl's net assets fall below 50% of the subscribed share capital, the gérant must convene an extraordinary general meeting within two months of the date on which the loss was or should have been ascertained. If net assets fall below 25%, shareholders may vote to dissolve the company by a simple majority (Article 201 of the 1915 Law).

14.3 Post-dissolution Obligations

• A final IRC return and, if applicable, a final VAT return must be filed.
• Business records must be retained for at least 10 years from the date of the last entry.

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15. Key Numbers at a Glance (2025)

Item	Value
Minimum share capital	€12,000 (fully paid up)
Minimum nominal value per part sociale	€1
Maximum number of shareholders	100
Notarial incorporation fees (typical range)	€1,000 – €3,000
Corporate income tax — lower rate (≤ €175,000)	15%
Corporate income tax — upper rate (> €200,000)	17%
Solidarity surcharge on IRC	7%
Effective combined IRC + surcharge (> €200,000)	18.19%
Municipal business tax — Luxembourg City	6.75%
Combined effective rate — Luxembourg City	~24.94%
Net wealth tax — standard rate (≤ €500M net assets)	0.5% per annum
VAT standard rate	17% (lowest in EU)
Dividend withholding tax	15%
Participation exemption — minimum holding	10% or acquisition cost ≥ €1,200,000
Participation exemption — minimum holding period	12 months
Annual accounts filing deadline (RCS)	Within 7 months of financial year end
AGM deadline	Within 6 months of financial year end
Mandatory audit threshold (2 of 3)	Balance sheet > €4.4M; turnover > €8.8M; employees > 50
RBO registration deadline (initial)	Within 1 month of incorporation
RBO annual confirmation	At least once per year
RBO penalty (legal persons)	Up to €1,250,000
Share transfer to third party — consent required	75% of total share capital
Business records retention	10 years

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Sources

The following official and authoritative sources were consulted in the preparation of this article:

Luxembourg Business Registers (LBR) - Registre de Commerce et des Sociétés (RCS) — LBR - Registre des Bénéficiaires Effectifs (RBO) — LBR - Société à responsabilité limitée — LBR Guide

Guichet.lu (Luxembourg Government Service Portal) - Setting up a Sàrl — Guichet.lu - Taxation of Companies — Guichet.lu - Registering for VAT — Guichet.lu - Dissolving a Company — Guichet.lu

Administration des Contributions Directes (ACD) - Corporate Income Tax (IRC) — ACD - Net Wealth Tax (NWT) — ACD

Commission de Surveillance du Secteur Financier (CSSF) - AML/CFT — Beneficial Ownership — CSSF

Legislation (via legilux.public.lu) - Law of 10 August 1915 on Commercial Companies (consolidated) - Law of 13 January 2019 on the RBO