Luxembourg's Companies Act 'reform bill' includes
new rules for conversions of company types and introduces the
Let's look at the characteristics of the
société anonyme simplifiée (S.A.S.), the new
rules for conversions of company types and the introduction of the
S.à r.l. simplifiée (S.à r.l.-S.).
Characteristics of the new company type société
anonyme simplifiée (S.A.S.)
Cannot list its shares (art. 101-19)
Represented towards third parties by President (art.
Large flexibility in terms of organisation (art. 101-20); this
allows the company to for example, mirror the articles of
group companies in foreign jurisdictions
New rules for conversions of company types
Rather than requiring a valuation report by an independent
auditor, the new procedure requires an interim financial situation,
or the year-end accounts if year-end has been closed for less than
six months (art. 308bis-16)
This interim financial situation can be waived by unanimous
decision of the shareholders, unless there has been a contribution
in kind, which was not appraised by an independent auditor, during
the two years preceding the conversion (art. 308bis-16)
The interim financial statement (or the year-end accounts which
serve as interim financial statement), unless validly waived, need
to be reviewed by an independent auditor (art. 308bis-17)
The management must submit a report justifying the need to
convert; this report may also be waived by unanimous decision of
the shareholders (art. 308bis-18).
Introduction of the S.à r.l. simplifiée
The law of 23 July 2016 introduced S.à r.l.
simplifiée which is aimed at local startups who need to have
a corporate object requiring a business licence. Only individuals
can be shareholders or managers. One individual cannot hold shares
in more than one S.à r.l.-S. The initial share capital may
be as low as €1 and needs to be below €12,000. The
company does not have to be incorporated by notarial deed but can
also be set up by private deed which is published in its
*All references to articles mentioned above are references to
the law of 10 August 1915 unless expressly mentioned.
The SAS is modelled after the French example. As the SAS is
represented by the sole signature of its president, the SAS will
not be an option for those who wish to be represented in the
management of their Luxco, but may provide a rather flexible
vehicle if direct control is not required. Generally, however, it
is expected that this company form will more be used by local
The rules on the conversion of company types confirm that an
entity needs to be in good standing if it should be converted
unless the structure of the share capital does not require
protection of minority shareholders, as formal requirements may be
waived by unanimous consent of all shareholders. The S.à
r.l.-S. has only been included for purposes of completeness and
will only be of interest to local startups.
Need more information?
This is the last in our series of articles on changes in the
Grand Duchy's company law. Read parts 1-6:
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