A New Flexible Corporate Form In Luxembourg: The SAS

As part of the far-reaching Luxembourg company law reform of 23 August 2016, a new form of company has been introduced into the Luxembourg legal system: the simplified joint stock company (société par actions simplifiée or SAS). The purpose of this client briefing is to highlight the main characteristics of the SAS.

What is the SAS?

The Luxembourg SAS is directly inspired by the French SAS, which has proved to be a huge success for entrepreneurs, joint ventures and groups alike, making it the most prevalent legal structure in France.

The main idea behind the SAS is to offer a vehicle whose main operational rules can be set by both parties with very light statutory prescriptions, whilst ensuring a common ground by having the société anonyme - public limited liability company (SA) regulations applying to the other matters. Such flexibility allows the setting up of a governance structure adapted to very diverse investors' profiles. Importantly, the articles of association of the SAS (the Articles) will be a key document, setting out the organization tailor-made to the needs of the parties.

Driven by its ever business-friendly model, the legislator offered the opportunity to the Luxembourg business world to take advantage of this corporate form as, thereby providing an interesting alternative to the well-known (i) société à responsabilité limitée - private limited liability company (SARL), (ii) SA and (iii) société en commandite par actions - partnership limited by shares (SCA) due to certain unique characteristics.

Applicable law

In a nutshell, a specific (and quite short) section has been created in the Luxembourg law dated 10 August 1915 on commercial companies, as amended from time to time (the Law), and the SAS legal regime is as follows:

The SAS is regulated by Section IVbis of the Law The SAS is subject to all the SA rules to the extent they are compatible with Section IVbis A number of SA provisions (notably relating to corporate governance) are excluded since they do not fit with the flexible SAS regime. Main characteristics

The basic SAS features will not come as a surprise and are worth mentioning without the need to dwell upon them:

Minimum share capital of EUR 30,000 (or its equivalent in another currency) and a fully subscribed share capital (although shares may be partially paid up to 25%) One or several shareholders, without maximum Limited liability for shareholders No public disclosure of shareholders Auditor's requirement...

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