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The law of 18 May 2026 amending the law of 10 August 1915 on commercial companies, effective on 2 June 2026, has introduced for SARLs the possibility of a deferred payment of the statutory minimum share capital, less than six months after the introduction of the related bill (No. 8669).
This reform is expected to significantly streamline the incorporation process of SARLs, since the deferred payment option means that opening a bank account is no longer a prerequisite to incorporation where only the minimum share capital in cash is involved.
Therefore, the new regime will, in particular, allow for faster company set-ups and greater flexibility in deal structuring, especially in investment and acquisition contexts, as well as enhanced responsiveness to market opportunities.
I. Scope and duration – Key highlights
The new deferred payment regime introduces a targeted flexibility, subject to clearly defined conditions:
Limited scope
The deferral applies only to the statutory minimum share capital (EUR 12,000) and only to cash contributions made upon incorporation.
Accordingly, the deferred payment mechanism does not apply to:
- contributions in kind;
- any share capital exceeding EUR 12,000;
- any share premium; (contrary to what was provided for in the initial version of the bill)
- shares issued after incorporation (e.g. capital increases).
Full subscription
The entire share capital must still be fully subscribed at the time of incorporation; only its payment may be deferred.
Maximum deferral period
Payment must be completed within 12 months after incorporation, unless a shorter period is provided for in the articles of association.
II. Modalities and safeguards – Key highlights
The new flexibility does not aim to come at the expense of legal certainty or creditor protection and, among others, provides for the following:
Modalities for payment
The articles of association must set out the terms and conditions for payment, including any timeline or capital call procedures to be implemented by the management. For instance, managers may be given flexibility to determine the timing of capital calls (while taking into account, in any case, the maximum deferral period) in accordance with the company’s actual needs.
Regulatory requirements preserved
Existing Anti-Money Laundering, Counter-Terrorism Financing and Know Your Customer controls at incorporation remain applicable, as well as during the process of opening the bank account once this is carried out after incorporation.
Disclosure requirements
Any unpaid share capital must be disclosed in any corporate documentation referring to the SARL’s share capital and in a list accompanying the annual accounts, which must include the identity of the relevant shareholder(s).
Sanctions in case of non-payment
Voting rights attached to shares for which payment has not been made when due are suspended following a valid call for funds by the management.
Note, among others, that shareholder(s) are, notwithstanding any provision to the contrary, liable for the amount of their shares, it being specified that, where applicable, the outgoing shareholder shall have a right of recourse against the (subsequent) transferee(s) and shall not be liable for any subsequent debts of the SARL.
III. Looking ahead
Overall, this reform further enhances Luxembourg’s attractiveness and competitiveness as a leading jurisdiction for fund and investment structuring, complementing the already well-established strengths of the Luxembourg SARL, as previously highlighted in our newsflash on the initial draft bill: https://lpea.lu/new-bill-introducing-deferred-capital-payment-for-sarl-incorporation/.
