On Tuesday, 28 April 2026, the Luxembourg Parliament adopted Bill 8669 amending the amended Law of 10 August 1915 on commercial companies with a view to introducing a deferral of the payment of the minimum share capital for private limited liability companies (SARL).
Today’s business community demands a high degree of flexibility from legal mechanisms. Investors are regularly required to set up an SARL (the most common type of company in Luxembourg) at short notice to meet deadlines of the transactions they are conducting. However, the process of opening a bank account may take a long time due to the verification requirements under financial regulations, which often leads to delays in the incorporation of the company. This was likely to discourage investors from using Luxembourg vehicles and thus reduce the competitiveness of the Luxembourg financial place. The legislator has hence decided to maintain this attractiveness by allowing the payment of the minimum subscribed share capital to be deferred for a maximum period of 12 months upon incorporation of the SARL, thereby allowing sufficient time for the opening of the company’s bank account and the full payment of the minimum share capital.
The key points to note following the vote on this Bill are as follows:
- The founders of a SARL will now have two options, depending on the company’s actual cash flow requirements in its early stages:
- either pay the full amount of the minimum share capital (i.e. 12,000 euros) at the time of incorporation; or
- defer the payment of the minimum share capital after the date of incorporation, within a period of twelve months from the incorporation, in order to facilitate the opening of a bank account in the weeks or months following incorporation, without delaying the incorporation itself.
- Full subscription of the minimum share capital remains mandatory at incorporation.
- Deferred payment of the minimum share capital must be made in accordance with the terms set out in the articles of association, which may provide for a period of less than twelve months.
- Where a share premium is provided for, its amount must be paid in full at the time of incorporation. It will therefore not be eligible for the twelve-month period, which is provided for the payment of share capital only.
- Deferred payment of the minimum share capital applies only to cash contributions. Shares issued at incorporation in exchange for contributions in kind must be fully paid up at the time of incorporation.
- Any amount exceeding the minimum share capital requirement must be paid in full at the time of incorporation.
- Shares issued after the incorporation must be fully paid up at the time of their issue. If a share premium is provided for, it must be fully paid up at the same time.
- Voting rights attached to shares will be suspended if their holders fail to pay the subscription price despite a valid call for funds from the management.
- Finally, the provisions of the new regime will apply to SARLs incorporated after it comes into force (expected in the coming days) and will not apply retroactively to existing companies.
Should you have any questions do not hesitate to contact our Corporate/M&A experts, Gérard Maitrejean and Pawel Hermelinski.
