SARL incorporations made easier: Deferred capital regime nears effectiveness

News

30-04-2026

2 minutes read

Luxembourg has taken a significant step toward introducing a deferred capital payment option for SARL incorporations: the first vote on Bill 8669 (the Bill) was passed on 28 April 2026. The Council of State’s waiver of a second vote to finalise the Bill’s adoption is still required but if the rapid legislative process with respect to this Bill to date continues, the new regime will enter into force in the near term.

While share capital will still need to be fully subscribed for at incorporation, the reform will allow SARL founders to defer the actual payment of the statutory minimum share capital (EUR 12,000) for a period of up to 12 months post-incorporation. The possibility for deferral of payment under the Bill is with respect to cash contributions for the minimum share capital on incorporation – it does not extend to share capital amounts in excess of EUR 12,000, to share premium or to any capital increases post incorporation. The SARL’s articles of association must detail the process for payment of the deferred amount.

A welcome result, upon final adoption, is that SARLs with minimum share capital will no longer be required to open a bank account prior to incorporation. This offers immediate benefits to those wishing to establish in Luxembourg, especially those without an existing banking relationship, allowing them to set up more quickly and respond more rapidly to time-sensitive investment opportunities. The measure supports faster deal execution and strengthens Luxembourg’s competitive position, particularly in fund and investment structuring.

Existing safeguards will remain in place, including full anti‑money laundering and counter‑terrorism financing (AML/CFT) checks at incorporation, as well as the founders’ liability for any unpaid portion of the share capital (after expiry of the deferral period). New measures will also apply, notably the mandatory disclosure of unpaid capital in any document referencing the SARL’s share capital and in the annual accounts (for the latter, together with the list of the shareholders concerned). The Bill also provides for the suspension of voting rights attached to any shares for which called-up contributions remain unpaid.

The reform will apply four days after publication of the new law related to the Bill (amending the Luxembourg law on commercial companies of 10 August 1915) in the Luxembourg official journal.

This newsflash is a high-level overview – please contact your usual Loyens & Loeff team member or any of the authors of this newsflash for tailored advice and assistance.