Selling a business starts with preparing the file.
A buyer does not buy a company, he buys a file: accounts he understands, contracts he can take over, a structure he can hold and a manager he can replace. I prepare those four things before any approach, then run the introduction and the closing, within the perimeter of my authorisations.
✓Establishment authorisation 10077275, verify on the official register
- Forms of sale
- Share sale (parts sociales, shares) or asset sale (business, contracts, property)
- Legal framework
- Amended law of 10 August 1915 on commercial companies
- SARL
- A transfer to a third party requires the approval of shareholders representing at least three quarters of the capital, or half if the articles so provide (article 710-12)
- Capital gain of a selling company
- Exemption possible, article 166 L.I.R.: holding of at least 10% or an acquisition price of at least EUR 6 million, held for at least twelve months, eligible subsidiary
- Public reference
- Establishment authorisation No. 10077275, nine activities, verifiable on Guichet.lu
- Contracting entity
- Financial Services Luxembourg for accounting work; corporate mandates in my own name
- Last verified
- 3 October 2026
Where value is lost in a sale
The discount almost never comes from the market. It comes from what the buyer discovers during verification, when he is in a position to negotiate down. The four causes below are the ones the diagnostic looks for first.
Late closings, undocumented restatements, a result that depends on the owner's personal expenses: the buyer recalculates, and he recalculates cautiously.
Exposure: priceProperty and operations in the same company, indirect holdings, old shareholder agreements: each of these lengthens the verification or forces a reorganisation before the sale.
Exposure: timetableCustomers, suppliers and procedures rest on one person. For an authorised activity, the authorisation is tied to the person who effectively manages the business: a change of manager is not a formality.
Exposure: continuityShareholder approval, RBE update, RCS filings, the buyer's bank onboarding: closing is decided by delays nobody put in the plan.
Exposure: closingShare sale or asset sale
The choice is made before the first approach, because it determines the seller's tax position, the warranties requested and the transferability of authorisations.
- Share sale. The company changes shareholders, with its contracts, employees and liabilities. For a SARL, a transfer to a third party requires shareholder approval under the conditions of article 710-12 of the amended law of 10 August 1915, and the RBE is updated.
- Asset sale. The buyer chooses what he takes over. Contracts are assigned one by one, the property passes by notarial deed, and the protection of employees on a transfer of undertaking is examined case by case.
- Combination. The property is separated from the operating business before the sale. It is decided only with legal and tax advice, because a reorganisation too close to the sale can be challenged.
If your activity rests on an establishment authorisation, that authorisation is personal: the document says so itself. The buyer does not take it over like an asset. He must meet the conditions himself, or appoint a manager who does. This is dealt with before the approach, not after the letter of intent.
Three engagements, in this order
Each engagement is bought separately and ends with a written deliverable. You can stop after the first: the diagnostic has value even without a sale.
Sale-readiness diagnostic
- Reading of the last three years' accounts and documented restatements
- Review of articles, shareholder agreement, key contracts, lease and authorisations
- Mapping of dependence on the owner
- Written note: blocking points, actions, order of magnitude of the timetable
Sale preparation
- Data pack: restated accounts, indicators, commitments, disputes
- Update of registers, resolutions and RBE filings
- Coordination with the lawyer and the notary on the structure
- Organised data room and closing calendar
Introduction and closing
- Anonymised teaser and list of qualified counterparties
- NDA and verification of the buyer's beneficial owner
- Follow-up of conditions precedent with the lawyer and the notary
- Handover and, if needed, a time-boxed transition mandate
What my authorisations cover, and what stays outside
Each step of a sale is attached to the authorisation that covers it. Where no authorisation covers it by name, the page says so, and the contract bounds the mission accordingly. That is what makes the perimeter defensible before a bank, a lawyer or a buyer.
The detail of the nine authorised activities is reproduced on the Authorisations page, with the official register.
What I do not accept
- Transactions whose beneficial owner, on the seller side or the buyer side, cannot be documented to a normal anti-money-laundering standard.
- Success-only remuneration, without a prior written diagnostic of the file.
- Any corporate mandate in a company for which I receive a fee conditional on closing: the two roles are never combined.
- Engagements that would mean acting for both parties without each of them being informed in writing.
- Promises of price, timing or buyer before the file has been reviewed.
An intermediary who accepts every file tells the buyer nothing. The filter above is what gives weight to the teaser I present to a counterparty.
How an engagement starts
Signed before any name, structure or counterparty is exchanged.
same dayIdentity of beneficial owners, accounts, articles, authorisations. Some requests stop here, deliberately.
indicative: 5 to 10 working daysBlocking points, actions, proposed scope of engagement, fees.
indicative: 2 to 3 weeksScope, deliverables, timetable, fees and exclusions fixed in writing. Nothing starts on an oral brief.
before any startStart with the NDA
Most sale projects get stuck at the same place: the seller has something confidential to describe and no framework to do it. The mutual NDA removes that obstacle before the first call.
Intents covered by this page
Authorisation certificates to download
Each certificate is the official document issued by the Ministry of the Economy, with its QR code. Scan the QR code with the GouvCheck app, which checks the authenticity and currency of the document.
The authorisation is personal and revocable. Public verification: official Guichet.lu register.
Evidence and verification
Every statement on this page that can be verified independently is listed below with its source. Items that cannot yet be verified are flagged and are not presented as facts.
This page follows the site's editorial policy: a statement is either sourced or flagged. Corrections follow the corrections policy. The content is general information, not legal or tax advice.
Frequently asked questions
How do I sell my business in Luxembourg?
Should I sell the shares of the company or its assets?
Can a third party freely acquire the shares of a SARL?
How is the capital gain on a sale taxed?
What do your authorisations cover in a sale?
Can a sale be run without revealing the name of the company?
Read next
Describe the business. I will tell you if I can act, and how.
One page on the activity, the shareholding and the desired timetable is enough. If the file is outside my perimeter, you will know at the first exchange.
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