Société Anonyme (SA): The Complete Guide to the Luxembourg Public Company

Overview

The Société Anonyme (SA) — literally "anonymous company," reflecting the historical anonymity of its shareholders — is Luxembourg's capital company (société de capitaux) for large enterprises, publicly traded entities, and sophisticated holding structures. It is the legal form of choice for companies that may seek a public listing, issue securities to a broad investor base, or require flexible capital structures with multiple share classes and an authorized capital mechanism.

Unlike the Société à Responsabilité Limitée (Sàrl) — which is capped at 100 shareholders and whose parts sociales cannot be publicly offered — the SA has no maximum shareholder limit, can issue shares and bonds to the public, and can be listed on a regulated stock exchange. The Sàrl is the standard vehicle for private, closed structures; the SA is the standard vehicle wherever public capital-markets access, institutional scale, or listed-company governance is required.

The SA is also the most common form for Luxembourg SOPARFI holding vehicles at the top of multinational group structures, for regulated investment vehicles (SICAVs, SICAFs), for securitization and capital markets SPVs, and for private equity holding platforms. Where the Sàrl and SA share identical rules — particularly the taxation framework (IRC, ICC, NWT, participation exemption) and the general liability principles — those rules are covered in depth in the Sàrl guide in this series.

The Dato Capital database tracks approximately 117,000 SA companies, reflecting the form's broad adoption across Luxembourg's corporate, financial, and fund sectors.

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1. Legal Framework

The SA is governed by the Law of 10 August 1915 on Commercial Companies, as extensively amended, particularly by the Law of 10 August 2016 which modernised governance rules, introduced the single-shareholder SA (SA unipersonnelle), and permitted legal entities to serve as board members. The SA-specific provisions of the 1915 Law are found from Article 420-1 onwards.

Instrument	Scope
Law of 10 August 1915 on Commercial Companies (as amended)	Primary SA company law (SA provisions from Art. 420-1)
Law of 10 August 2016	Major 2016 reform — single-shareholder SA, governance flexibility, corporate directors
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)
Law of 11 January 2008 on Transparency Obligations	Major shareholding notifications and periodic reporting for listed SAs
EU Market Abuse Regulation (MAR) 596/2014	Insider dealing; PDMR transaction reporting for listed SA shares
Law of 24 May 2011 (as amended — SRD II)	Director remuneration policy and report for listed SAs
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 19 décembre 2024	AML package — updated UBO/due diligence rules

The Commission de Surveillance du Secteur Financier (CSSF) supervises listed SAs for transparency and market abuse obligations and regulates financial sector entities. The Luxembourg Business Registers (LBR) administers the RCS and RBO. The Administration des contributions directes (ACD) administers direct taxes.

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2. SA vs. Sàrl: Key Structural Differences

The table below summarises the principal ways the SA differs from the Sàrl. These distinctions are the primary reason to choose one form over the other.

Feature	SA	Sàrl
Minimum share capital	€30,000	€12,000
Capital paid up at incorporation	At least 25%	100%
Maximum shareholders	None	100
Public offering of shares	Permitted	Prohibited
Stock exchange listing	Permitted	Prohibited
Share type	Actions (registered or dematerialized)	Parts sociales (registered only)
Transfer of shares	Free by default; statuts may restrict	Requires 75% shareholder consent for third-party transfers
Governance model	Conseil d'administration (monist) or Directoire + Conseil de surveillance (dualist)	Gérant(s)
Authorized capital (capital autorisé)	Available — board may increase capital without shareholder vote	Not available
Independent valuation for in-kind contributions	Mandatory (REA report)	Not mandatory
Shareholder identity — public disclosure	Founding shareholders: public (deed in RESA); subsequent transfers: traceable in RCS; listed companies: major holdings notified to CSSF	Founding shareholders: public (deed in RESA); subsequent transfer instruments: filed at RCS

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3. Minimum Share Capital and Contributions

The SA requires a minimum subscribed share capital of €30,000 (Article 420-26 of the 1915 Law). The full amount must be subscribed at incorporation, but at least 25% must be paid up before the deed is executed (minimum €7,500). The remaining unpaid portion is called in by the board within the period specified in the statuts.

3.1 In-Kind Contributions — Mandatory REA Report

Where any part of the share capital is contributed in kind (assets other than cash), an independent réviseur d'entreprises agréé (REA) must produce a written valuation report before the deed of incorporation is executed. This requirement does not apply to Sàrls and is a significant distinction.

The REA report must: - Describe each in-kind contribution. - State the valuation methods applied and the values arrived at. - Confirm that the values correspond at least to the nominal value (or, for no-par-value shares, to the issue price) of the shares to be issued in exchange.

The report is annexed to the deed of incorporation and published with it in the RESA.

3.2 Authorized Capital (Capital Autorisé)

The statuts may authorize the conseil d'administration to increase the share capital — without a general meeting resolution — up to a specified ceiling, within a maximum period of 5 years from the authorization. The authorization is renewable for successive 5-year periods by extraordinary general meeting. The board must report to shareholders on any use of the authorized capital.

This mechanism enables the SA to raise capital quickly for acquisitions, capital markets transactions, or management incentive plans. The board may also cancel or restrict existing shareholders' pre-emption rights when using authorized capital, if so empowered by the statuts.

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4. Classes of Shares (Actions)

The SA's share capital is divided into actions (shares). Since the Law of 28 July 2014 abolished Luxembourg bearer shares, all SA shares must be in registered or dematerialized form.

4.1 Registered Shares (Actions Nominatives)

Registered shares are recorded by name in the registre des actionnaires (shareholders' register) held at the company's registered office. Transfer requires annotation in the register and written notification to the company.

4.2 Dematerialized Shares (Actions Dématérialisées)

Since the Law of 6 April 2013, dematerialized shares are held in book-entry form in a securities account maintained by a regulated central depository — in practice LuxCSD or Clearstream Banking Luxembourg. The SA does not maintain a shareholder register for dematerialized shares; shareholder identity is held by the depository in the securities account records. Dematerialized form is standard for listed SAs.

4.3 Share Classes and Special Rights

The statuts may create multiple classes of actions with differentiated rights:

Class feature	Common use
Ordinary shares (actions ordinaires)	Standard voting and economic rights
Preferred shares (actions préférentielles)	Priority dividend, liquidation preference, or both
Non-voting preferred shares	Preferred economic rights without voting rights
Redeemable shares (actions rachetables)	Redeemable at the option of the company or the holder
Tracking shares	Economic rights tied to performance of a specific division or asset pool

Changes to the rights of a specific share class require approval both at an extraordinary general meeting of all shareholders (2/3 majority) and at a separate class meeting of the affected class.

4.4 Pre-emption Rights and Share Buybacks

On capital increases, existing shareholders generally have pre-emption rights (droit de souscription préférentiel) proportionate to their existing holdings. These may be cancelled or restricted by EGM resolution (2/3 majority) or by the board when using the authorized capital.

An SA may purchase its own shares (rachat d'actions propres) up to a maximum of 10% of subscribed share capital, funded only from distributable reserves. Shares held by the SA carry no voting rights and no dividend entitlement.

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5. Shareholder Composition

The SA may have one or more shareholders (actionnaires) with no upper limit. The SA unipersonnelle (single-shareholder SA) is fully permitted following the 2016 reform. Shareholders may be natural persons or legal entities, resident or non-resident in Luxembourg, with no nationality or residency requirements.

The absence of a shareholder cap (contrast: 100 for the Sàrl) makes the SA structurally compatible with: - Public offers and a broad investor base. - Employee share ownership plans. - Investment structures with multiple institutional investors. - Listed companies with thousands or millions of shareholders.

SA unipersonnelle: All decisions that would normally require a shareholders' meeting may be taken by the sole shareholder and recorded in writing. The applicable meeting formalities and conflict of interest disclosure rules (see Section 10.2) still apply even in the single-shareholder context.

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6. Incorporation Process (Step by Step)

Step 1 — Engage a Luxembourg notary (notaire)

Incorporation of an SA requires a notarial deed (acte constitutif) executed before a Luxembourg civil-law notary. There is no alternative. Notarial fees for a standard SA are typically in the range of €1,500 to €4,000 depending on share capital and complexity.

Step 2 — REA valuation report (if in-kind contributions)

If any part of the share capital is contributed in kind, a réviseur d'entreprises agréé (REA) must produce the mandatory valuation report (see Section 3.1) before the deed is executed.

Step 3 — Prepare the deed of incorporation

The notary prepares the deed, which must include the statuts. The deed must be in French, German, or Luxembourgish. It must state: the company name, registered office, corporate object, share capital, number and class of shares, the identity of founding shareholders, the initial board members, the duration, and any authorized capital provisions.

Step 4 — Deposit at least 25% of share capital

Before or simultaneously with the execution, at least 25% of the subscribed capital must be deposited in a blocked bank account. A bank certificate (attestation de blocage de fonds) is required at the time of notarial execution.

Step 5 — RCS registration (within 15 days)

The notary files the deed with the Registre de Commerce et des Sociétés (RCS) via the LBR e-filing portal within 15 days of execution. The SA acquires legal personality upon RCS registration and receives a unique RCS number. The deed and statuts are simultaneously published in the Recueil Électronique des Sociétés et Associations (RESA).

Step 6 — RBO registration (within 1 month)

The SA must register its ultimate beneficial owners in the Registre des Bénéficiaires Effectifs (RBO) within 1 month of incorporation (see Section 11).

Step 7 — Tax and VAT registration

The SA registers with the ACD for corporate income tax and with the AED for VAT, where applicable.

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7. Articles of Association (Statuts)

The statuts of an SA must contain at minimum (Article 420-7 of the 1915 Law):

1. Company name (dénomination sociale) — must include "SA" or "société anonyme."
2. Registered office (siège social) — a municipality in Luxembourg.
3. Corporate object (objet social) — precise description of activities.
4. Share capital — subscribed amount; number of shares; nominal value per share, or a statement that shares have no par value.
5. Share classes — description of any classes and the rights attached to each.
6. Authorized capital — ceiling amount and duration, if any (Section 3.2).
7. Identity of founding shareholders — names, addresses, and shares subscribed by each.
8. Governance model — monist (conseil d'administration) or dualist (directoire + conseil de surveillance), composition rules, and powers (Section 8).
9. Duration — fixed or unlimited.
10. Shareholders' meeting rules — quorum, voting thresholds, notice requirements.
11. Profit distribution policy — dividend determination and payment rules.
12. Liquidation clause — destination of remaining assets on dissolution.

Amending the statuts requires an extraordinary general meeting (EGM) with a quorum of 50% of share capital present or represented and approval by at least 2/3 of votes cast. Changes requiring unanimity (e.g., change of nationality; increase of shareholder obligations) are listed in the 1915 Law. If the 50% quorum is not reached at the first EGM, a second EGM may be convened without a quorum requirement but with the same 2/3 majority.

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8. Governance Structure

Luxembourg law offers two governance models for the SA: the monist (single-tier) model — more common — and the dualist (two-tier) model introduced by the Law of 25 August 2006.

8.1 Monist Board: Conseil d'Administration

The conseil d'administration (board of directors) is the sole management and supervisory organ in the monist model.

Composition: - At least 3 directors for an SA with more than one shareholder. - At least 1 director if the SA is an SA unipersonnelle. - Directors may be natural persons or legal entities. A legal entity director must designate a natural person as its permanent representative (représentant permanent), who bears the same personal liability as an individual director. - No nationality or residency requirements, but tax advice should be sought on the effect of director location on the SA's tax residency.

Appointment and mandate: - Directors are appointed and removed by the general meeting of shareholders by simple majority. - Maximum mandate: 6 years (renewable). - Shareholders may remove any director at any time, without cause, unless the statuts provide for a fixed mandate (in which case removal without valid reason may give rise to damages).

Delegation of daily management: The board may delegate gestion journalière (day-to-day management) to: - An administrateur-délégué — a board member designated to handle daily operations. - A directeur général or other managers — who need not be board members.

The identity and powers of the person managing daily operations must be registered at the RCS.

Representation: The SA is represented vis-à-vis third parties by the board collectively, or individually by any board member or the administrateur-délégué to the extent their authority is registered at the RCS. Third parties acting in good faith may rely on the registered representation authority.

Director liability: Directors are not personally liable for the SA's debts in normal circumstances. Under Article 59 of the 1915 Law (applicable to SA directors), they may be held personally liable to the company and to third parties for damages resulting from violations of law or the statuts, or from management faults. In insolvency, an action en comblement du passif may be brought against directors whose gross negligence or intentional misconduct contributed to insufficient assets.

8.2 Dualist Board: Directoire and Conseil de Surveillance

The dualist model separates management from supervision between two distinct organs.

Directoire (management board): - 1 to 5 members (the statuts may increase this for larger SAs). - Appointed and dismissed by the conseil de surveillance (not by shareholders directly). - Manages the SA with full management powers. - Members of the directoire may not simultaneously serve on the conseil de surveillance.

Conseil de surveillance (supervisory board): - Minimum 3 members, appointed by shareholders at the general meeting. - Supervises the directoire but does not itself manage the SA. - Reviews and approves the annual accounts and major transactions specified in the statuts. - Appoints and dismisses directoire members. - Has no representation authority towards third parties.

The dualist model is common in SAs with employee representation requirements or institutional governance standards that prefer a strict division between management and oversight.

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9. Shareholder Information Disclosure

This section covers how shareholder identity is disclosed in an SA — a key area in which the SA differs from the Sàrl, particularly for publicly traded companies.

9.1 Register of Shareholders (Registre des Actionnaires)

For registered shares (actions nominatives), the SA maintains a registre des actionnaires at the registered office containing: - The name and address of each registered shareholder. - The number and class of shares held. - The date of each entry. - Any pledge (nantissement) or usufruct over the shares.

All shareholders have the right to inspect the register and to obtain a copy of the entries relating to their own shares. Certain third parties with a demonstrated legitimate legal interest may also access it.

Founding shareholders are publicly disclosed: The deed of incorporation identifies each founding shareholder by name, address, and shares subscribed. This deed is filed at the RCS and published in the RESA, making founding shareholder identities freely accessible to any person.

Subsequent transfers of registered shares: Any transfer must be annotated in the registre des actionnaires and notified to the company to be valid against the SA. The transfer instrument is filed at the RCS and published in the RESA. Shareholder changes are therefore publicly traceable through RCS records.

Dematerialized shares: For shares held through a central depository (LuxCSD, Clearstream), the SA does not maintain a shareholder register. Identity is held within the securities account system. The ultimate economic holder may be obscured through nominee chains typical of institutional securities custodians.

9.2 Listed SA — Major Shareholding Notifications

For SAs admitted to trading on a regulated market in Luxembourg or the EEA, the Law of 11 January 2008 on transparency obligations imposes mandatory notification whenever a shareholding — or a holding of financial instruments entitling acquisition of shares — crosses any of the following thresholds of total voting rights, upward or downward:

Threshold	Notification required
5%	Yes
10%	Yes
15%	Yes
20%	Yes
25%	Yes
33⅓%	Yes
50%	Yes
66⅔%	Yes

Notifications must be sent both to the SA and to the CSSF within 4 trading days of crossing the threshold. The SA must publish the notification within 3 trading days of receipt and transmit it to the LBR for inclusion in the OAM (Officially Appointed Mechanism) for regulated information storage.

Holding calculations aggregate: direct shareholdings, financial instruments giving the right to acquire shares, and holdings through controlled entities and persons acting in concert.

9.3 Non-Listed SA — No Statutory Notification Regime

For non-listed SAs (the large majority), there is no statutory mandatory notification regime for shareholder changes. Shareholder identity is publicly traceable through: - The deed of incorporation (founding shareholders in RCS/RESA). - Subsequent transfer instruments filed at the RCS. - RBO entries for persons meeting the >25% threshold or exercising effective control (Section 11).

The statuts may include contractual notification thresholds (e.g., requiring any shareholder crossing a defined percentage to notify the board), but these are private contractual obligations, not statutory requirements.

9.4 Public Offers and the Prospectus

If an SA makes a public offer of its shares exceeding the EU Prospectus Regulation thresholds (in general: more than 150 persons in Luxembourg and aggregate consideration above €8,000,000), it must publish an approved prospectus disclosing detailed financial information, governance arrangements, major shareholders, risk factors, and audited financial statements. The prospectus must be approved by the CSSF as national competent authority under the EU Prospectus Regulation (2017/1129) before publication.

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10. Director and Management Disclosure

10.1 RCS Registration of Directors

The following information relating to directors is registered at the RCS and publicly accessible:

Information	Detail
Names and addresses	All members of the conseil d'administration, or directoire and conseil de surveillance
Signing authority	Nature and extent: joint, individual, with or without amount limits
Administrateur-délégué / directeur général	Name and scope of delegated authority
Appointment and termination dates	Updated on each change

Any change to board composition must be filed at the RCS and published in the RESA within 15 days.

10.2 Conflicts of Interest (Article 441-7 of the 1915 Law)

A director of an SA who has a direct or indirect financial interest conflicting with that of the SA in a proposed board transaction must:

1. Inform the board of the conflict before deliberation commences.
2. Abstain from participating in the deliberation and the vote on that item.
3. The declaration, its justification, and any board observations must be recorded verbatim in the board minutes.
4. The relevant board minutes must be annexed to the annual report submitted to shareholders at the next general meeting.

Where there is only a single director (SA unipersonnelle), the conflicted transaction is instead recorded in a separate register maintained at the registered office and disclosed to shareholders in the annual report.

Shareholders and the CSSF may inspect these disclosures. Transactions affected by a conflict that was not properly declared may be voided if the SA can prove the conflict.

10.3 Listed SA — Remuneration Policy and Annual Remuneration Report

For SAs listed on a regulated market, the Law of 24 May 2011 (as amended to transpose SRD II) requires:

Remuneration policy: - The board must submit a remuneration policy for directors and senior management to a binding shareholder vote at least every four years, and on any material change. - The policy must describe all components of fixed and variable remuneration, long-term incentive schemes, and the maximum ratio of variable to fixed pay. - The approved policy must be published on the SA's website and filed with the CSSF.

Annual remuneration report: - An annual remuneration report must disclose the total remuneration paid to each individual director and manager by name — salary, bonuses, share awards, pension contributions, and severance payments. - Submitted to an advisory shareholder vote at the AGM. - Published on the SA's website for at least 10 years and filed with the CSSF.

10.4 Listed SA — Corporate Governance Statement

Listed SAs must include a corporate governance statement in their annual report covering: - Which corporate governance code the SA applies — the Luxembourg Code of Corporate Governance (Lëtzebuerg Code) is the standard reference — or explanation of any deviations ("comply or explain"). - Composition, functioning, and committee structure of the board. - Major shareholders and special share rights. - Anti-takeover mechanisms and change-of-control provisions.

10.5 Listed SA — PDMR Transaction Reporting

Under the EU Market Abuse Regulation (MAR), persons discharging managerial responsibilities (PDMRs) at listed SAs — directors, members of the directoire and conseil de surveillance, and persons closely associated with them — must: - Notify the SA and the CSSF of every transaction in the SA's shares (or related financial instruments) conducted for their own account. - Notify within 3 business days once cumulative transactions exceed €5,000 per calendar year.

The SA must then publicly disclose these PDMR transactions without delay.

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11. Beneficial Ownership — Registre des Bénéficiaires Effectifs (RBO)

The SA is subject to the same RBO obligations as the Sàrl, established by the Law of 13 January 2019 and updated by the Law of 19 December 2024 (AML package).

11.1 Defining a UBO for an SA

A UBO is a natural person who, directly or indirectly: - Holds more than 25% of the shares or voting rights in the SA; or - Exercises effective control over the SA by other means (shareholders' agreement, right to appoint the majority of directors, or other contractual mechanisms).

Where no natural person meets the 25% threshold or the effective control test, the senior managing officials — in practice the members of the conseil d'administration or the directoire — must be registered as UBOs of last resort.

For SAs with layered holding structures (nominee chains, intermediary holding companies), the UBO analysis requires tracing through each layer to identify the ultimate natural person at the top.

11.2 Registration Obligations

• Initial registration: within 1 month of incorporation.
• Updates: within 1 month of any change in UBO information becoming known.
• Annual confirmation: at least once per year, even if no change has occurred.

Registration is made through the LBR portal (lbr.lu). Penalties for non-compliance: administrative fines up to €1,250,000 for the SA; directors who fail to comply may be personally fined up to €125,000 (as updated by the Law of 23 January 2025).

11.3 Listed SA — Interaction with Transparency Regime

Article 3(2) of the RBO Law provides that SAs admitted to trading on a regulated market subject to EU-equivalent disclosure requirements may satisfy their RBO obligations through those market disclosure mechanisms. In practice, listed SAs in Luxembourg must still maintain and confirm their RBO entries at the LBR, but the CSSF's major shareholding notification records (Section 9.2) inform and supplement the UBO determination. Where a shareholder is disclosed at or above 25% under the Transparency Law, the SA and its compliance advisers use that public record as the primary source for the corresponding RBO entry.

11.4 Access to the RBO

Category	Access level
Competent authorities (CSSF, AML, ACD, police)	Unrestricted
Obliged entities (banks, notaries, auditors, lawyers)	For customer due diligence purposes
General public	Basic information: name, nationality, country of residence, nature and extent of beneficial interest — subject to legitimate interest requirement

Public access rules remain subject to Luxembourg's ongoing legislative review following the CJEU ruling in Joined Cases C-37/20 and C-601/20, which struck down unrestricted public access. The Law of 19 December 2024 introduced targeted access rules requiring requestors to demonstrate a legitimate interest before accessing basic UBO data.

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12. Taxation

The SA is subject to the same Luxembourg tax framework as the Sàrl. The Sàrl guide in this series covers the full detail of IRC, ICC, NWT, the participation exemption, dividend withholding tax, and VAT. The table below summarises the rates and cross-references the SA-specific features.

12.1 Corporate Income Tax (IRC) and Municipal Business Tax (ICC)

Taxable income	IRC rate	Solidarity surcharge (7%)	Effective IRC rate
Up to €175,000	15%	+ 7% of IRC	16.05%
Between €175,001 and €200,000	Graduated	—	Graduated
Above €200,000	17%	+ 7% of IRC	18.19%

Municipal business tax (ICC) adds approximately 6.75% in Luxembourg City, bringing the combined effective rate to approximately 24.94% (subject to deductibility adjustments).

12.2 Net Wealth Tax (NWT)

The same NWT rates apply to the SA: 0.5% per annum on net assets up to €500,000,000; 0.05% on the excess. The same minimum NWT table applies (€535 to €32,100 depending on balance sheet total for companies with financial assets exceeding 90% of total assets or €350,000).

12.3 The SA as SOPARFI

While both the SA and the Sàrl are used as SOPARFI (Société de Participations Financières) holding vehicles, the SA is the preferred form for large-scale structures because: - Its authorized capital mechanism allows rapid equity issuance for acquisitions without convening a general meeting. - It can issue bonds and other debt securities publicly to capital markets investors (Sàrls cannot). - It is the standard form for securitization and structured finance SPVs. - It is directly compatible with stock exchange listing.

The participation exemption applies on the same terms: minimum 10% holding or acquisition cost ≥ €1,200,000 (dividends) / €6,000,000 (capital gains), held for at least 12 months, in a qualifying subsidiary. Both dividends received and capital gains from qualifying participations are fully exempt from IRC and NWT.

12.4 Dividend Withholding Tax

The SA withholds 15% on dividends distributed to shareholders. The same withholding exemption applies as for the Sàrl: no withholding where the shareholder is a qualifying parent company (≥10% for ≥12 months) resident in the EU, EEA, or a treaty country. No withholding tax applies on interest or royalties paid to non-resident recipients (subject to anti-abuse rules).

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13. Annual Reporting and Statutory Audit

13.1 Annual Accounts

Every SA must prepare annual accounts (bilan, compte de profits et pertes, and notes) for each financial year and have them approved at the AGM. Approved accounts must be filed with the LBR within 7 months of the financial year end, in digital XBRL format.

The same size-classification thresholds apply as for the Sàrl:

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 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.)

13.2 Statutory Audit

An SA exceeding at least 2 of the 3 thresholds below for two consecutive years must appoint a réviseur d'entreprises agréé (REA) for a mandatory external audit:

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

Listed SAs must appoint a REA regardless of size.

SAs below the mandatory audit thresholds but with more than one shareholder must appoint a commissaire aux comptes (statutory auditor), who performs a less demanding review.

13.3 Annual General Meeting (AGM)

The SA must hold an AGM within the period fixed in the statuts (typically within 6 months of the financial year end). At the AGM:

• Annual accounts are presented and approved.
• Directors receive their annual discharge from liability (quitus de gestion).
• Dividends are declared (if any).
• Directors are elected or re-elected.
• For listed SAs: remuneration report is put to an advisory shareholder vote; remuneration policy (where applicable) is put to a binding vote.

Quorum for the AGM: none unless the statuts require one. Resolutions pass by simple majority of votes cast.

13.4 Extraordinary General Meeting (EGM)

Statuts amendments (capital increases, capital reductions, change of corporate object, mergers, dissolution) require an EGM with: - Quorum: at least 50% of share capital present or represented at the first call. - Majority: at least 2/3 of votes cast.

If the quorum is not reached at the first EGM, a second EGM may be convened with no quorum requirement but the same 2/3 majority.

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14. Dissolution

14.1 Voluntary Dissolution

Step 1 — EGM resolution: Shareholders representing at least 2/3 of votes cast at an EGM (with 50% quorum) vote to dissolve the SA.

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

Step 3 — RCS and RESA: The dissolution resolution is filed at 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 to shareholders: Remaining assets are distributed 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 liquidation accounts. A closing shareholders' meeting approves the accounts and discharges the liquidator. The notary closes the liquidation by notarial deed, filed at the RCS and published in the RESA.

14.2 Dissolution for Capital Impairment

If the SA's net assets fall below 50% of the subscribed share capital, the board must convene an EGM within two months to vote on dissolution or remedial measures (Article 201 of the 1915 Law, applicable by reference). If net assets fall below 25%, a simple shareholder majority may vote for dissolution.

14.3 Post-dissolution Obligations

• A final IRC 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 (2026)

Item	Value
Minimum share capital	€30,000
Minimum paid up at incorporation	25% (at least €7,500)
Minimum directors — conseil d'administration (>1 shareholder)	3
Minimum directors — SA unipersonnelle	1
Minimum conseil de surveillance members (dualist model)	3
Authorized capital — maximum authorization period	5 years (renewable)
In-kind contribution — REA report	Mandatory
Share buyback limit	10% of subscribed share capital
Corporate income tax — lower rate (≤ €175,000)	15%
Corporate income tax — upper rate (> €200,000)	17%
Solidarity surcharge on IRC	7%
Effective 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)	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
RBO — UBO threshold	> 25% of shares/voting rights, or effective control
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
Listed SA — major shareholding notification deadline	Within 4 trading days
Listed SA — PDMR transaction threshold	€5,000 per calendar year
Listed SA — PDMR notification deadline	Within 3 business days
Conflicts of interest (Art. 441-7)	Minutes + annexed to annual report
Annual accounts filing deadline (LBR)	Within 7 months of financial year end
Mandatory audit threshold (2 of 3)	Balance sheet > €4.4M; turnover > €8.8M; employees > 50
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 anonyme — LBR Guide

Guichet.lu (Luxembourg Government Service Portal) - Setting up an SA — Guichet.lu - Taxation of Companies — 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) - Transparency — Major Shareholding Notifications — CSSF - Market Abuse / PDMR Transactions — 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 - Law of 11 January 2008 on Transparency Obligations