Legislation Filed For New Luxembourg S.àr.l. Simplifiée Company Form

Following the announcement by the government in January of formal plans to establish a new type of Luxembourg company, the société à responsabilité limitée simplifiée (simplified private limited liability company, or SARL-S), implementing legislation was placed before parliament on February 2. The initiative, filed with the Chamber of Deputies as Bill 6777, is also known as the "1 euro" or "1-1-1" company because it can be founded by one person, with one euro, in one day,

The SARL-S was included in the government programme with the aim of making it easier, quicker and cheaper for entrepreneurs to start their own companies, especially those requiring little investment or start-up capital, such as service businesses. The initiative, which offers simplified administrative set-up and operating procedures and makes application documents available online, mirrors similar simplified company structures introduced in recent years in countries including Belgium, France, Germany and the Netherlands.

The corporate purpose of an SARL-S is restricted to industrial, commercial or skilled trades activities regulated by the Luxembourg law of September 2, 2011 - those for which a business licence is required - as well as certain other professional activities. Before an SARL-S can be registered with the Luxembourg Register of Commerce and Companies, it must first obtain a licence to carry on business from the Ministry of Small Business (Ministère des Classes Moyennes).

An SARL-S may be incorporated by either private or notarial deed, with a minimum capital of one euro. Its shareholders must be individuals, not corporate entities, and a particular individual can only be a shareholder in a single SARL-S at any one time, except in cases where ownership is transferred following the death of a shareholder. Similarly, the SARL-S may have only physical persons as managers, not corporate entities.

In order to provide some protection to creditors, every year one 20th of the net profit of the...

To continue reading

Request your trial

VLEX uses login cookies to provide you with a better browsing experience. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. ACCEPT