A new era for Luxembourg SARL incorporation

The law allowing SARL founding shareholders to defer payment of the minimum share capital will enter into force on 2 June 2026.

The law of 18 May 2026 on the deferred payment of the minimum share capital of Luxembourg private limited companies (sociétés à responsabilité limitée, SARLs) was adopted by the Luxembourg Parliament on 28 April 2026, published in the Luxembourg Official Journal on 29 May 2026 and will enter into force on 2 June 2026 (see our previous newsflash of 17 December 2025).

Purpose of the law

SARL founding shareholders may now choose to defer full payment of the minimum share capital – i.e. EUR 12,000 – to a time after the date of incorporation, within a limit of 12 months from that date.

This measure of flexibility is designed to allow a faster incorporation process, without the requirement to open a bank account prior to incorporation.

Key takeaways of the new law

• The deferred payment option is only available where the incorporation is made by way of cash contribution; contributions in kind must continue to be fully paid up at the time of incorporation.
• Any portion of share capital exceeding EUR 12,000 (or premium) must be paid up immediately at incorporation.
• Shares issued in consideration for capital increases after incorporation must also continue to be fully paid up on the date they are issued.
• The existing framework governing publicity, transparency and founding shareholders’ liability remains fully applicable, ensuring continued protection of third parties.
• Founding shareholders remain liable for the portion of the incorporation share capital that has not been validly subscribed and for the effective payment of incorporation share capital after expiry of the 12-month period.

This reform is a further milestone in the modernisation of Luxembourg’s company law, offering founding shareholders greater flexibility and reducing the practical constraints associated with the incorporation of an SARL.

Authors: Sébastien Binard and Madison Darid