Luxembourg Adopts Deferred Share Capital Payment for SÀRLs

On 16 December 2025, the Luxembourg Minister of Justice submitted draft bill of law N° 8669 aimed at modernizing the incorporation process for sociétés à responsabilité limitée (SÀRLs) by allowing founders to defer the payment of the statutory minimum share capital for up to twelve months after incorporation. The Commission de la Justice adopted its final report on 23 April 2026, and the draft law was adopted by Parliament on 28 April 2026. The new law will enter into force upon publication in the Mémorial and shall be applicable to all SÀRLs incorporated after that date.

Key Changes

Under the current regime, the full minimum share capital of EUR12,000 must be paid up at the time of incorporation, which typically requires the prior opening of a bank account — a process that can delay SÀRLs formation for weeks and even months due to increasingly strict bank regulatory requirements. The draft law introduces the following key changes:

• Deferred capital liberation: Founders may elect to defer the payment of all or part of the minimum share capital (EUR12,000) for up to twelve months following incorporation, with the specific modalities to be set out in the articles of association. The articles may also provide for a shorter deadline.
• Full subscription requirement maintained: The entire share capital must still be fully subscribed at incorporation — only the payment may be deferred.
• Amounts exceeding the minimum and share premium: Any share capital exceeding the statutory minimum of EUR12,000 must be fully paid at incorporation. Likewise, any share premium (prime d'émission) must be fully paid at incorporation.
• Contributions in kind: Shares issued in consideration of contributions in kind must be fully paid up at incorporation.
• Post-incorporation share issuances: Any shares issued after incorporation (e.g., upon a capital increase) must be fully paid at the time of issuance, together with any related share premium.
• Notary's role: The notary must verify (i) the full subscription of the share capital and (ii) the applicable level of capital and premium payment at incorporation. The notary is not required to verify that the share capital will effectively be paid up in the future.
• Transparency and publication: A list of shareholders who have not yet fully paid up their shares, together with the outstanding amounts, must be published alongside the annual balance sheet.
• Founder liability: Founders are liable for the effective payment of shares subscribed at incorporation — mirroring the rules applicable to sociétés anonymes (SAs). Upon a valid transfer of partly paid or unpaid shares, the transferring founder is released from liability for debts arising after the transfer, but retains joint and several recourse against the transferee and subsequent transferees.
• Suspension of voting rights: Voting rights attached to shares for which payment is outstanding are suspended once such payments have been duly called by the body of managers (collège de gérance) until settlement. The board of managers has exclusive competence to call for payment of unpaid capital.
• Simplified SÀRLs (SÀRL-S): The deferred payment regime applies to the entirety of the subscribed share capital of a simplified SÀRL at incorporation.

Action Items: What You Need to Do?

Once the new law enters into force, whilst incorporating new SÀRLs in Luxembourg you should consider the following:

1. Review incorporation strategy: Assess whether deferred capital payment is advantageous for the planned SÀRL. This may significantly accelerate the incorporation timeline by removing the requirement to open a bank account prior to formation.
2. Impact on the articles of association: The articles must set out the modalities and timeline for deferred capital payment, including the specific deadline(s) for liberation (up to a maximum of twelve months) and whether the management body has authority to make interim capital calls.
3. Ensure compliance for amounts above EUR12,000 and share premium: Any capital exceeding the statutory minimum and any share premium must be fully paid at incorporation - the deferral does not extend to these amounts.
4. Establish a capital call process: The board of managers (collège de gérance) must have a clear procedure in place for calling unpaid capital, as voting rights will be suspended for shareholders who fail to comply with duly made capital calls.
5. Prepare for publication obligations: Companies using the deferred regime must publish the list of shareholders with outstanding capital contributions alongside the annual balance sheet.
6. Review existing SÀRL-S structures: Given that the deferred payment regime applies to the full subscribed capital of simplified SÀRLs, founders of SÀRL-S entities should evaluate whether to take advantage of this flexibility.

The new regime will apply exclusively to SÀRLs incorporated after the law enters into force. Existing SÀRLs are not affected.

We will monitor developments on an ongoing basis and will keep you informed of any relevant updates. In the meantime, please feel free to reach out in case of questions.