8 structures available, precise criteria to analyze: capital, responsibility, governance, activity. This guide compares all the options to help you make the right choice — and then Fidustra supports you every step of the way.
Start my registration See the comparisonIn short: In Luxembourg, the most common legal form for an SME is the SARL (minimum capital €12,000, 1 to 100 partners). For a project with little capital, the SARL-S is possible from 1 € of capital. To raise funds or welcome numerous shareholders, the SA requires €31,000. For a heritage or investment structure, the Holding / Soparfi is the reference. Fidustra helps you choose the structure adapted to your activity, your tax situation and your profile.
Before comparing legal forms, ask yourself these four questions. Your answers directly guide the choice.
Less than €12,000 SARL-S or EI. Between 12 and 31k€ SARL. More than €31k SA or Holding.
1 single EI, SARL-S, SARL. 2 to 5 SARL-S or SARL. 2+ for SCI real estate. 3+ non-profit ASBL.
Limited to the capital SARL, SA, SARL-S, Holding. Unlimited EI, SCS, SNC. No ASBL profits.
Commerce/services SARL. SCI real estate. Holding Soparfi participations. Non-profit association.
An overview of each structure to compare capital, liability and governance.
| Structure | Min. capital | Associates | Responsibility | Notary | Ideal for |
|---|---|---|---|---|---|
| SARLStandard | 12 000 € | 1 to 100 | Limited | Yes | SMEs, services, commerce — the reference |
| SA | 31 000 € | 1+ | Limited | Yes | Large structures, fundraising, stock market |
| SARL-SGetting started | From 1 € | 1 to 5 | Limited | No | Solo, limited budget, quick start |
| SCS / SNC | Free | 2+ | Unlimited | No | Professional partnerships, family structures |
| SCIReal estate | Free | 2+ | Unlimited* | Recommended | Management and transfer of real estate assets |
| ASBL | None | 3+ | N/A | No | Associative, cultural and sporting projects |
| Sole proprietorship | None | 1 | Unlimited | No | Immediate start, activity test |
| Holding / Soparfi | €12,000 (SARL) €31,000 (SA) |
1+ | Limited | Yes | Holding of investments, tax optimization |
* In an SCI, the partners are responsible for debts in proportion to their shares. · Indicative data, consult Fidustra for your situation.
Yes. It is possible to transform a SARL-S into an SARL, an SARL into an SA, or to create a Holding on top of an existing structure. These transformations require a new notarial intervention and RCS formalities.
Fidustra advises you on the optimal time to evolve, taking into account your level of activity, your capital needs and your taxes.
Start my registrationSARL-S SARL
When the activity generates stable income and you wish to expand governance or recruit additional partners.
SARL-SA
When you want to open the capital to numerous investors, raise funds or consider a listing.
Create a Holding above
When you own several companies or wish to optimize the return of dividends via a Soparfi structure.
Fidustra coordinates a network of partners selected to cover each stage of the creation of your company in Luxembourg. You have a single contact — Fidustra — who manages everything.
Coordinator
Your single point of contact. Fidustra analyzes your project, recommends the structure, prepares the file and coordinates all stakeholders until the delivery of the signed statutes and RCS number.
Authentication
Intervenes to authenticate the statutes of companies that require it (SARL, SA, Holding Soparfi). Fidustra works with usual partner notaries in Luxembourg to guarantee responsiveness and controlled prices.
Domiciliation
If you do not yet have a physical office in Luxembourg, Fidustra puts you in touch with a domiciliation partner who provides a legal address that complies with RCS requirements and ensures the receipt of official mail.
Capital & account
Opening of the Luxembourg professional account and deposit of the constitution capital. Fidustra facilitates procedures with its partner banks — an often complex step for non-residents, simplified thanks to the preparation of the bank file.
Authorization
Luxembourg authority issuing compulsory establishment authorization for most commercial activities. Fidustra prepares and submits the file for you.
Registration
Official registration of the company, allocation of the identification number and legal publication of the statutes. Fidustra carries out all RCS procedures on your behalf.
Fidustra also has already incorporated companies ready for resale. This solution can speed up your launch when you want to avoid some formation delays.
View ready-made companiesCreate your Fidustra account and start the guided journey — an expert confirms your choice and takes care of the file.
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