Tuesday, 24 March 2026
The Luxembourg Parliament has adopted Bill 8669, introducing amendments to the Law of 10 August 1915 on commercial companies. The reform allows for the deferred payment of minimum share capital in private limited liability companies (SARLs).
The measure is intended to address practical challenges faced by investors when setting up companies, particularly delays in opening bank accounts due to regulatory verification requirements. By allowing more flexibility in capital contributions, the legislation aims to support company formation and maintain Luxembourg’s position as a competitive financial centre.
Under the new framework, founders of an SARL may choose either to pay the full share capital at incorporation or to defer all or part of the payment for up to 12 months after the company is established. This is designed to enable incorporation to proceed without waiting for the completion of banking formalities.
The payment conditions will generally follow the provisions set out in the company’s articles of association, unless a different arrangement or shorter deadline is specified. However, the deferral applies only to cash contributions. Contributions in kind must continue to be fully paid at the time of incorporation.
In addition, any share premium must be paid in full at incorporation and is not eligible for deferral. The same applies to any capital exceeding the statutory minimum, which must also be fully paid at the outset. Shares issued after incorporation are likewise required to be fully paid upon issuance, including any associated premium.
The reform reflects the need for greater flexibility in company formation. As noted in the legislative context, “today’s business community demands a high degree of flexibility,” particularly where investors are required to establish structures within short timeframes. The new provisions are intended to facilitate this process while maintaining existing safeguards around capital requirements.
Source: CMS
