On Tuesday, 28 April 2026, the Luxembourg Parliament adopted Bill 8669, amending the Law of 10 August 1915 on commercial companies. The reform introduces the ability to defer payment of the minimum share capital when incorporating a private limited liability company (SARL).

Why this matters

Luxembourg has introduced greater flexiblity for incorporating a SARL, Luxembourg’s most common company type, by allowing founders to defer payment of the minimum share capital, helping reduce delays caused by lengthy bank account opening and KYC procedures.

What’s changing

Two options at incorporation:

• Founders can now choose, depending on the company’s early-stage cash-flow needs, to either pay the full minimum share capital (EUR 12,000) upfront, or defer it for up to 12 months from incorporation.

Subscription stays mandatory:

• Full subscription of the minimum share capital is still required at incorporation; it’s only the payment that can be deferred.

The articles set the terms:

• Deferred payment must follow the terms set out in the articles of association, which may specify a period shorter than 12 months.

Share premium isn’t deferrable:

• Any share premium must be fully paid at incorporation and cannot benefit from the deferral regime.

Cash contributions only:

• The deferral applies solely to cash contributions, while contributions in kind must be fully paid at incorporation.

Anything above the minimum is due upfront:

• Any amount exceeding the minimum share capital requirement must be paid in full at incorporation.

Later share issues follow the old rule:

• Shares issued after incorporation must be fully paid up at the time of issue.

Voting rights can be suspended:

• Shareholders who fail to pay after a valid call for funds may lose their voting rights until payment is made.

No retroactive effect:

• The new regime applies only to SARLs incorporated after it comes into force.