Сompanies for sale in Luxembourg

Selling companies in Luxembourg: what ready-made companies are available

The sale of a company in Luxembourg covers two different transactions: the transfer of shares in the legal entity or the acquisition of its assets and business. In the first case, the buyer receives the legal entity itself, along with its rights, contracts, history and liabilities. In the second case, the selected assets are transferred without the automatic transfer of all debts.

There are several types of offers on the market:

• a new “shelf” SARL without operations and banking transactions;
• a company with age, filed reports and a clean corporate history;
• an operating company with clients, employees, a VAT number, contracts and permits;
• a joint-stock company SA or other structure with assets or an investment portfolio.

“Ready” does not mean “ready for any activity”. The bank will re-check the new owner, and a change in the manager or scope of activity may require a new business permit.

Why buying a ready-made company may be better than registering a new one

An entrepreneur may want to buy a company in Luxembourg when the deadline for signing a contract, entering a tender or launching a project is approaching. An acquisition removes the company incorporation stage, but it does not eliminate KYC, AML, banking checks or the need to update corporate records.

Advantages of a ready-made company

Time savings are real only when the seller has prepared the documents and the company has no hidden problems. The buyer may receive:

• an existing legal entity with an RCS number and a complete corporate file;
• an established name, incorporation date and filing history;
• contracts, a domain name, a trade name or other agreed assets;
• VAT registration or a business permit, provided that the authority confirms its validity after the ownership changes;
• the ability to sign commercial documents sooner after completing the transaction;

These advantages come at a price. An established company with a bank account, licence or turnover usually costs more than a clean shelf structure.

Disadvantages and limits of a quick start

The buyer acquires more than a registration number. Control over the legal entity changes hands, but the company retains all obligations arising before the acquisition.

• tax liabilities may emerge after an audit of previous reporting periods;
• undisclosed guarantees, loans and legal disputes reduce the company’s actual value;
• the bank may restrict the account until it completes checks on the new UBO;
• a business permit may depend on the qualifications and professional integrity of a specific manager;
• overdue filings create expenses before new operations even begin;

For this reason, an offer to «buy a company in Luxembourg in one day» requires particularly thorough verification.

SARL and SA – how shares and equity interests are transferred

The SARL remains the most common legal form. According to Guichet.lu, it accounts for approximately two-thirds of Luxembourg companies. An SARL may have between one and 100 shareholders, while its minimum share capital is EUR 12,000.

SARL shares are not freely transferable. A sale to an external buyer generally requires the approval of shareholders representing at least 75% of the share capital. The articles of association may reduce this threshold, but not below 50%. The parties document the transfer in a notarised or private deed. For an SA with minimum capital of EUR 30,000, the transfer of registered shares is recorded in the shareholders’ register or formally notified to the company. The rules must be checked against the target company’s articles and the official SARL guidance.

Legal due diligence before the acquisition

Before signing the SPA, a lawyer must determine exactly what the owner is selling and which risks will remain within the company. Basic due diligence covers:

• the RCS extract, articles of association, all amendments, shareholder resolutions and share register;
• RESA publications, management powers and restrictions on the transfer of shares;
• annual accounts, general ledger, bank statements, loans and guarantees;
• corporate income tax and VAT returns, as well as correspondence with tax authorities;
• RBE records, the ownership structure and evidence of the source of funds;
• litigation, enforcement proceedings, security interests, insolvency and claims;
• employment contracts, social contributions, licences, insurance and key commercial agreements;
• sanctions exposure, AML risks and related-party transactions;

The seller must support its statements with documents rather than assurances. If information is missing, the buyer may adjust the price, require additional protection or withdraw from the transaction.

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RCS, RESA, RBE and Luxembourg Business Registers

The search query «Luxembourg business registers GIE» usually refers to Luxembourg Business Registers, the organisation that manages the RCS and RBE. The RCS contains registration data and corporate documents, RESA publishes legally significant corporate acts, and the RBE stores information about ultimate beneficial owners.

Changes to RCS data must be filed within one month of the relevant event. RBE information must also be updated within one month. Annual accounts must be approved no later than six months after the end of the financial year and filed during the following month. These deadlines are confirmed by the official Guichet.lu portal.

Procedure for buying a ready-made company

The acquisition procedure depends on the legal form, articles of association, assets and permits. A standard transfer of SARL shares normally follows these steps:

1. Define the requirements concerning company age, business activities, VAT, bank accounts, licences and corporate history.
2. Obtain the company profile, RCS extract, articles of association, accounts and the seller’s explanations.
3. Conduct legal, financial, tax and sanctions due diligence.
4. Agree on the price, assets, liabilities, warranties and closing conditions.
5. Obtain corporate approvals and sign the SPA and share transfer deed.
6. Replace managers and authorised signatories and update the internal registers.
7. File changes with the RCS and RBE and verify publication in RESA.
8. Complete bank KYC and update the business permit, VAT details and reporting access.

The purchase price should be transferred after the agreed conditions have been satisfied or through escrow. The parties may retain part of the price for a defined period to cover possible tax and contractual claims.

How much it costs to buy a business in Luxembourg

There is no single fixed price. The total cost includes the value of the company, professional fees and post-closing expenses.

• the company’s age and the quality of its corporate history;
• available funds, share capital, profit and other assets;
• the VAT number, permits, employees and existing contracts;
• the condition of the bank account and the bank’s willingness to accept the new UBO;
• the scope of due diligence, notarial work, translations and registry filings;
• the registered office, accounting and local management required after closing;

The tax system affects the company’s future financial position but does not automatically determine the purchase price of its shares. According to Guichet.lu, acquiring shares does not create an immediate tax effect for the buyer or the company because the company retains ownership of its assets.

The basic corporate income tax rate is 14% for taxable income up to EUR 175,000 and 16% for taxable income exceeding EUR 200,000. In Luxembourg City, the combined tax rate for the higher threshold reaches 23.87%, while the standard VAT rate is 17%. Tax calculations and substance requirements should be reviewed before making an offer.

How to protect the buyer in the agreement

Due diligence identifies known problems, while the SPA allocates the risk of unknown liabilities. The agreement should contain:

• seller warranties covering taxes, accounts, assets, contracts and disputes;
• specific indemnities for risks identified during due diligence;
• financial limits, time limits and procedures for making claims against the seller;
• escrow, retention of part of the price or a bank guarantee;
• restrictions on transferring assets between signing and closing;
• termination rights if the bank, shareholders or licensing authority refuses to approve the changes;

Even a detailed SPA cannot replace proper due diligence. Nominee services do not release the actual owner from UBO disclosure or AML checks.

How to receive offers through Poshuk.info

Poshuk.info allows you to review legal and law firms that assist with ready-made companies for sale in Europe and submit a single consultation request. All verified specialists who meet the professional criteria for the relevant service category will receive it.

There is no need to visit dozens of websites, repeat the same description or call every legal adviser separately. You can compare several consultations, timelines, due diligence packages, fees and service terms. If no suitable clean structure is available, company registration in Luxembourg may be a better alternative. The overview of countries for setting up a company in Europe can help compare jurisdictions before incurring acquisition costs.