Luxembourg to introduce deferred payment for SARL minimum capital and share premium at incorporation

On 16 December 2025, the Luxembourg government introduced draft bill no. 8669, which seeks to modernise the law on commercial companies by allowing founders of private limited liability companies (SARLs) to defer the payment of the statutory minimum share capital of EUR 12,000 as well as the potential related share premium for up to 12 months following incorporation. This reform aims to simplify and accelerate the incorporation process and enhance Luxembourg’s competitiveness.

Who is affected?

All SARLs and SARL-S incorporated after the law enters into force (no information yet).

Rationale

• Incorporation of a SARL (the most common company form in Luxembourg) is often delayed due to the requirement to open a bank account and transfer the share capital before incorporation. Currently, opening a bank account is a lengthy and complex process, which can take several weeks or even months.
• Alternative investment transactions typically involve tight timelines. One workaround is to incorporate companies in advance to meet these deadlines, even though some of these companies may never be used if the deal does not close.
• To address this issue, the legislator introduced a solution inspired by rules applicable to public limited liability companies.

Key features of the proposed regime

• Full subscription of the minimum share capital remains mandatory at incorporation.
• Payment of the subscribed minimum share capital (and any related share premium) may be deferred for up to 12 months upon incorporation; this deferral does not apply to subsequent share issuances or capital increases.
• Applies only to cash contributions; contributions in kind must be fully paid at incorporation.
• Any amount exceeding EUR 12,000 must be paid immediately.
• Voting rights attached to unpaid shares may be suspended after a valid call for funds.
• Transparency obligations: unpaid amounts must be disclosed in corporate documents and annual accounts.
• Enhanced liability regime:
• Founders remain liable for effective payment of subscribed share capital.
• Transferors and transferees of unpaid shares assume joint liability, inspired by rules applicable to public liability limited companies.

Next steps

The draft bill is under parliamentary review. Its provisions will apply to SARLs (sociétés à responsabilité limitée) and SARL-S (sociétés à responsabilité limitée simplifiées) incorporated after the law enters into force. It is a first draft and may be amended once all parties will have made their comments.

Open questions remain, such as how to prove that payment of the subscribed share capital has been completed within the 12-month period.

How can PwC Luxembourg assist?

We can help you assess the impact of this reform on your existing or future structures and guide you through incorporation under the new regime.