You have found a buyer for your SARL shares, or you are considering becoming a shareholder. Agreeing on a price is an important step, but several questions remain open: who must consent to the transfer, what does the payment include and which information needs to be updated? Let us address these matters in order to prepare a transaction that is clear for all parties.
The framework to check
This guide concerns the inter vivos transfer of shares in a Luxembourg SARL. For a buyer who is not a shareholder, approval generally requires shareholders representing at least three quarters of the share capital; the articles of association may reduce this majority to one half. Between shareholders, transfers are unrestricted unless otherwise provided for in the articles of association. The transfer must be recorded in a notarial deed or a private deed. A succession, a SARL-S or a structure subject to specific rules requires additional checks.
Identifying the shares and applicable rules
Gather the up-to-date articles of association, amendments, the current allocation of share capital and relevant agreements. Check the identity of the owner of the shares and their authority to sign. Specify their number, the rights attached to them, any restrictions and commitments already made. Economic interest and decision-making power should not be inferred from a simple informal table sent by email.
The approval for the transfer of shares must be reviewed before setting the timetable. Identify whether the buyer is already a shareholder and which provisions of the articles of association apply. Ask the adviser responsible for the deeds to prepare the procedure and the evidence of it. A shareholder's silence or a verbal agreement during a discussion should not be treated as a validly completed formality.
Understanding what the price compensates for
The nominal value of the shares, equity and the sale price answer different questions. Negotiations may take into account prospects, liabilities, cash and risks. Have the chosen method and the information used described. If the price is to be adjusted based on accounts prepared later, specify the definitions and the mechanism for resolving disagreements.
The shareholder current account is a receivable separate from the securities. State expressly whether it remains with the seller, is repaid or is the subject of a separate agreement. Check the conditions and the company's ability to pay. Money paid for the shares does not necessarily go into the company: in principle, it compensates their seller, depending on the chosen structure.
Organising information and commitments
The buyer must understand the accounts, contracts and known risks. The guide to preparing an acquisition details this review. Keep a dated list of the documents provided and responses given. The objective is to limit misunderstandings regarding the items taken into account, while controlling access to confidential information and personal data.
The seller's representations and contractual warranties must be consistent with the information actually available. Review exclusions, limits, claim periods and methods of payment for any compensation. A general clause copied from another contract may leave an essential issue unanswered. The legal drafting assignment must therefore be distinguished from the preparation of accounts and financial valuation.
Preparing the signing and handover
Draw up a list of conditions precedent: approval, financing, documents, contractual agreements and useful authorisations. Define who confirms that they have been satisfied and how the price will be paid. The signatories' powers, the effective date and the delivery of documents must be consistent. For the formalities making the transaction enforceable against third parties and the required filings, have the appropriate process validated by the responsible professional.
The departure of a shareholder does not necessarily end their manager's mandate. Nor does it, by itself, release a guarantee given to a bank. Address governance decisions and the release of guarantees separately, with the necessary agreements. Prepare access to the company's tools and documents without sharing personal credentials or deleting evidence of past transactions.
Updating registers and preparing for taxation
After the transaction, check the entries to be amended with the RCS and the necessary publications. Review the persons meeting the definition of beneficial owner and the RBE obligations; not all shareholders are automatically beneficial owners. The guide to updating the RBE helps organise this analysis and the associated supporting documents.
The seller's tax treatment depends in particular on their status, residence, shareholding and the circumstances in which the shares were held. Gather evidence of the acquisition cost and documented expenses, without assuming that a rule applicable to a company applies to an individual. Request a simulation before definitively setting the payment terms. Then retain the signed file and proof of formalities in the records of each relevant party.
The table to take action
| Matter | Starting document | Question to resolve |
|---|---|---|
| Shares | Articles of association and allocation of share capital | Which shares and which approval? |
| Price | Valuation and negotiated terms | Which payment and which adjustments? |
| Current account | Agreement and substantiated balance | Repayment, retention or transfer? |
| Management and guarantees | Mandate and signed commitments | Which separate deeds and agreements? |
A share price does not settle all of the seller's ties
Fictional example: two parties are discussing a price of 80,000 euros for the shares. The seller also holds a receivable of 20,000 euros against the company and has guaranteed a bank loan. They must separately specify the treatment of this receivable and obtain, if sought, the release of the guarantee from its beneficiary. Adding up the amounts is not enough to create a valid agreement. The case illustrates preparation issues, without presuming the value of the shares or the company's solvency.
Your preparation checklist
- Check the articles of association, ownership and restrictions.
- Identify whether the buyer is a shareholder or a third party.
- Prepare the approval and written deed.
- Document the price and adjustments.
- Address the current account and guarantees separately.
- Coordinate signing, payment and delivery of documents.
- Check management, RCS and RBE.
- Prepare the seller's tax treatment.
Frequently asked questions
Must the price equal the share capital?
No. Share capital alone does not constitute a valuation of the company or the shares sold.
Is a notary mandatory for every transfer of shares?
A transfer of SARL shares may be recorded in a notarial deed or a private deed. Other deeds involved in the transaction may require their own formalities.
Does leaving the share capital end a guarantee?
Not automatically. The commitment must be reviewed and the necessary agreements obtained for its amendment or release.
Useful terms in this guide
Questions to ask the professional
- What approval do the articles of association require in our situation?
- Does the price include only the shares?
- Which formalities and guarantees still need to be addressed after signing?
To clarify the assignment to be entrusted, also consult our company formation file.
And for your situation?
Gather the articles of association, the allocation of shares and recent accounts. Search our directory for a professional who can prepare the financial information and help you coordinate the transfer with the adviser responsible for the deeds.
Sources and verification
References consulted on 20 September 2026. Official procedures specify the applicable conditions and exceptions.
- Guichet.lu — SARL, cession des parts sociales
- Guichet.lu — reprise d’entreprise
- Guichet.lu — dépôts modificatifs et rectificatifs au RCS
- LBR — guide d’identification des bénéficiaires effectifs
This guide explains a general process. The applicable rules depend on your situation; it does not constitute personalised advice. Report a correction.
Your next step
A specific need deserves the right contact
Accounting, taxation, company formation or payroll: prepare your questions, then search the directory for the professional who can review your situation. Check their assignments and status before entrusting them with your file.