Starting a business in Luxembourg: foreigner's guide (2026)

Luxembourg Parliament adopted Bill 8669 allowing SARL founders to defer actual payment of the €12,000 minimum share capital for up to 12 months after incorporation while still requiring full subscription at formation. This significantly lowers the day-one cash barrier for the country's most-used company form.

Completing the transposition of EU Directive 2019/1151, this law requires that any proposed company director be checked against other EU member states' management-ban registers before incorporation can proceed, while also formally recognising electronic notarial deeds for company formation.

The law of 26 July 2023 (in force 1 September 2023) replaced the 2011 establishment-permit regime: permits are now issued exclusively online via the state portal with a mandatory QR code, and a 'second chance' clause allows founders whose prior company failed due to a pandemic or natural disaster recognised by the government to immediately obtain a new licence.

Parliament adopted a targeted statute correcting clerical errors and inconsistencies introduced by the sweeping 2016 modernisation of the 1915 Companies Act, removing ambiguities that had created uncertainty for founders choosing corporate form and share-capital structure.

The law of 7 July 2023 (in force 1 August 2023) transposed EU Directive 2019/1151, enabling SAs, SARLs and SCAs to be incorporated entirely online without physical presence, and allowing notarial deeds to be executed in electronic format; corresponding amendments were made to the RCS Act to accept fully digital filings.

The law of 23 July 2016 made the most substantial changes to the 1915 Act in a generation: it created the SARL-S (simplified SARL, €1–€11,999 capital, private deed without a notary), raised the SARL shareholder cap from 40 to 100, cut minimum capital to €12,000 (SARL) and €30,000 (SA), and introduced the SAS. The SARL-S opened to the public from January 2017.

Replaced patchwork older rules with a unified authorisation-d'établissement framework governing craftsmen, traders, industrialists and certain liberal professions, streamlining recognised qualifications, abolishing the consultative commission, and requiring genuine physical establishment — making the licensing pre-condition for business start-up clearer and faster.

Luxembourg Business Registers undertook a two-year project to digitise all records in the Trade and Companies Register; by 2007 the RCS was entirely electronic and publicly searchable online, eliminating paper-based registration records and accelerating company-formation searches.

Management of the Trade and Companies Register was entrusted to the newly formed LBR — a public-private economic interest grouping of the State, Chamber of Commerce, and Chamber of Crafts — acting under the authority of the Minister of Justice, professionalising and centralising company-registration administration.

Established the modern statutory framework for the RCS, making registration mandatory for all businesses operating in Luxembourg and laying the legal foundation for the mandatory electronic filing and public disclosure system that underpins today's company-formation process.

Luxembourg's bedrock companies legislation, enacted in 1915, established the principal legal forms — SA, SARL, SCS, and others — that entrepreneurs choose when incorporating. Still in force after successive amendments (most notably 2016 and 2023), it defines share-capital requirements, governance rules, notarial-deed obligations and mandatory RCS registration, shaping every business formation in the country.