The Luxembourg legislator has adopted, on 28 April 2026, draft bill No. 8669 (the “New Law”), introducing a mechanism allowing the deferred payment (libération) of the minimum share capital of private limited liability companies (sociétés à responsabilité limitée – SARLs).

A reform aimed at facilitating company formation

The New Law enables shareholders to defer payment of the statutory minimum share capital of SARLs for up to twelve months following incorporation.

This reform is intended to streamline and accelerate incorporation procedures by decoupling company formation from the immediate opening of a bank account, which is frequently delayed due to KYC and AML/CFT requirements.

Key features of the mechanism

The New Law is built on the following core principles:

  • Full subscription at incorporation: the share capital must be fully subscribed upon incorporation, even where payment is deferred.
  • Limitation to the statutory minimum: the deferral applies solely to the minimum share capital of EUR 12,000; any amount in excess thereof must be fully paid up at incorporation. As a result, incorporations of Sàrls will in practice tend to be structured with a share capital of EUR 12,000.
  • Cash contributions only: the mechanism is restricted to contributions in cash; contributions in kind must be fully paid upon incorporation.
  • Share premium: where applicable, payment of any share premium may also be deferred within the same twelve-month period.

Safeguards and creditors protection

To preserve adequate protection for third parties and creditors, the New Law introduces a number of safeguards:

  • Founders’ liability: the liability regime is aligned with that applicable to public limited companies (sociétés anonymes).
  • Enhanced transparency: the annual accounts must disclose the identity of shareholders who have not fully paid up their shares, together with the outstanding amounts.
  • Voting rights: voting rights attached to unpaid shares may be suspended where a shareholder fails to comply with a valid call for funds, for so long as the relevant amounts remain unpaid.
  • Extension to SARL-S: the mechanism will also apply to simplified private limited liability companies (SARL-S).