On 16 January, 2017 the law of 23 July, 2016 introducing the
simplified private limited liability company (S.à r.l.-S)
entered into force. The new entrepreneur-friendly company will be
easy to incorporate and will only require a €1 minimum share
Luxembourg introduced the simplified private limited liability
company (société à responsabilité
limitée simplifiée) to stimulate
entrepreneurship. The S.à r.l.-S will enhance business
creation because entrepreneurs will benefit from its cost-efficient
and swift incorporation process and low subscription and payment
Main legal aspects of the S.à r.l.-S
The simplified private limited liability company may be used as
an alternative to the existing private limited liability company
(société à responsabilité
limitée - SARL).
On pain of nullity, only natural person(s) can incorporate, for
a limited or unlimited period of time, and be shareholder(s) of a
simplified private limited liability company.
Either a private or notarial deed can be used to incorporate
the simplified private limited liability company.
The corporate object of the simplified private limited
liability company shall be limited to the activities for which a
business license is required. Therefore, the company's
incorporation must be coordinated with the process of obtaining a
business license from the Luxembourg Ministry of Economy.
The subscribed share capital shall be comprised between €1
and €12,000. The share capital may be paid up by a
contribution in cash or in kind.
The management of the simplified private limited liability
company must be composed of natural person(s) only.
A natural person is authorized to own shares in only one
simplified private limited liability company. The breach of this
rule would result in the natural person's joint liability for
the obligations of all the other simplified private limited
liability companies of which he/she became a shareholder. An
exception to this rule occurs when a person, who already is a
shareholder of a simplified private limited liability company,
acquires shares in another such company further to the death of its
Every year, at least one-twentieth of the net profits must be
allocated to the creation of a reserve. The reserve allocations
shall cease to be compulsory when the sum of the reserve and the
subscribed share capital reaches the amount of €12,000.
If the shareholders of a simplified private limited liability
company wish to increase its share capital to an amount which,
together with the above reserve, exceeds € 12,000, the
simplified private limited liability company must be transformed
into another company form.
The incorporated company's denomination must state in full
"société à responsabilité
limitée simplifiée" or, in an abbreviated form,
Dentons is the world's first polycentric global law firm. A
top 20 firm on the Acritas 2015 Global Elite Brand Index, the Firm
is committed to challenging the status quo in delivering consistent
and uncompromising quality and value in new and inventive ways.
Driven to provide clients a competitive edge, and connected to the
communities where its clients want to do business, Dentons knows
that understanding local cultures is crucial to successfully
completing a deal, resolving a dispute or solving a business
challenge. Now the world's largest law firm, Dentons'
global team builds agile, tailored solutions to meet the local,
national and global needs of private and public clients of any size
in more than 125 locations serving 50-plus countries.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
To print this article, all you need is to be registered on Mondaq.com.
Click to Login as an existing user or Register so you can print this article.
The event will be attended by hundreds of students and representatives from top Italian and international law firms, who will have the opportunity to meet and discuss. For many students this will be the very first approach with the legal professional world, and for us it will be a great occasion to meet the young talents of the future.
Dentons is sponsoring the conference titled “Non-performing loans market, between demand and offer” organized by SDA Bocconi School of Management, one of the most prestigious business schools in the world.
The conference will be dedicated to present the results of an innovative and extensive research on the non-performing loans market, by making a clear distinction between demand and offer. The research tackles problems and opportunities perceived by the operators dealing with the NPL market.
The seminar will take place on 31 March 2017. It aims to provide German companies with an overview of the latest developments in relation to insurance coverage, banking transactions and legal aspects of doing business with Iran.
Confidentiality of corporate documents and information is one of
the key attractions of incorporating a company in the BVI. A
company search of the BVI Registrar of Corporate Affairs will only
disclose certain information and documents.
The primary sources of regulation of M&A in the British Virgin Islands are the Business Companies Act, 2004 (the "Companies Act") and common law.
Some comments from our readers… “The articles are extremely timely and highly applicable” “I often find critical information not available elsewhere” “As in-house counsel, Mondaq’s service is of great value”
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).