Deferred payment of the minimum share capital for SARLs and SARL-S

On 28 April 2026, the Luxembourg Chamber of Deputies carried out the first constitutional vote on Bill No. 8669, amending the amended law of 10 August 1915 on commercial companies, with a view to introducing a regime allowing the deferred payment (up to one year) of the minimum share capital of private limited liability companies (SARL).

All private limited liability companies (SARLs) and all simplified private limited liability companies (SARL-S) incorporated after the law enters into force.

Purpose and background of the bill

The bill aims to introduce greater flexibility in the incorporation of Luxembourg SARLs, in response to the practical difficulties encountered in practice, particularly those linked to the prior opening of a bank account and the constraints arising from AML/KYC procedures.

It forms part of a broader objective to modernise Luxembourg company law and strengthen the attractiveness of the Luxembourg market.

Main measures provided for based on the text adopted in first vote

• the minimum share capital of a SARL (EUR 12,000) must still be fully subscribed at incorporation;
• the payment of this minimum share capital may be deferred for a maximum period of twelve months after incorporation (unless a shorter period is set in the articles);
• the deferral only applies to cash contributions;
• contributions in kind, any portion of share capital exceeding EUR 12,000, as well as any share premium issued must still be fully paid at incorporation;
• existing rules relating to publicity, transparency and founders’ liability are maintained in order to protect third parties.

Expected practical impacts

• Faster SARL incorporations: incorporation may take place without the need to open a bank account beforehand, as payment of the minimum share capital may occur post incorporation.
• Simplification of transactional operations: particularly relevant in investment or acquisition contexts requiring the rapid establishment of corporate vehicles.
• Reduction of operational friction linked to banking timelines and AML/KYC requirements at the early stages.

Points of attention

• The deferred payment mechanism is limited to the statutory minimum share capital (EUR 12,000): any higher capital amount or any share premium issued must be paid immediately.
• Contributions in kind remain excluded from the regime.
• The articles of association will need to be adapted, where relevant, to provide for the deferred payment mechanism.
• Any further share capital increase will have to be paid immediately.
• The law does not cover capital denominated in foreign currency.
• Ongoing monitoring, disclosure and founders’ liability obligations remain key and will need to be embedded into company secretarial processes.

Next steps

The bill must still go through the remaining legislative steps before its final adoption and publication.

PwC Luxembourg supports clients in structuring and implementing SARL incorporations under the new deferred capital payment regime, from initial structuring through to incorporation and ongoing compliance. We help ensure that the articles of association, filings and governance processes are correctly designed to leverage this flexibility, while remaining fully compliant with Luxembourg company law and founders’ liability requirements.