Entry into force of the law of 23 July 2016 creating the Simplified S.à r.l.

This new law creates a new vehicle in order to encourage “entrepreneurship by facilitating access to business start-ups”, particularly by reducing the setup costs but also by favouring a quick and easy incorporation process.

Specific setup conditions for a S.à r.l.-S:

• A company open only to individuals:

Only individual(s) may become member(s) of a S.à r.l.-S and an individual can only become a member of one S.à r.l. -S.

Management can also be only entrusted to individual(s)

• A corporate object restricted by law

The corporate object of the S.à r.l.-S must fall within the scope of the Law of 2 September 2011 regulating access to the professions of craftsmen, traders, industrial and certain other free professions. The use of the S.à r.l.-S will therefore be reserved solely to those companies requiring business authorisation.

• A company established with a corporate capital of one euro

The minimum amount of corporate capital has been reduced to 1 euro and may not exceed 12,000 euros (corresponding to the minimum corporate capital of a “classic” S.à r.l.). Once this maximum is reached the S.à r.l.-S must convert to a “classic” S.à r.l.

• A simplified incorporation process

The S.à r.l.-S may be set up by notarial deed or under private seal.

• A clear indication of the type of S.à r.l.-S

S.à r.l.-S or société à responsabilité simplifiée must appear after the name of the company on all documents issued by the Company..

Similar operating rules to a “classic” S.à r.l.
The S.à r.l.-S is not a new corporate form but a variation of a pre-existing corporate form, the S.à r.l. Unless otherwise provided, the provisions relating to a “classic” S.à r.l. will apply to a S.à r.l.-S.

For further information please contact Pit Reckinger and Sophie Bronkart.