Luxembourg: Deferred Payment Of Minimum Share Capital For Private Limited Liability Companies (S.à R.l.)

Background

The opening of bank accounts for newly incorporated entities has become increasingly challenging, both in Luxembourg and internationally. In Luxembourg, the incorporation of a private limited liability company (société à responsabilité limitée – S.à r.l.) by way of a cash contribution currently requires that a bank account opened in the name of the company-to-be is operational prior to incorporation. The statutory minimum share capital of EUR 12,000 must be deposited into such account and remains blocked until completion of the incorporation.

In practice, the growing time required to complete bank account opening procedures has led to significant delays in the incorporation of Luxembourg S.à r.l., with tangible consequences for business operations and transaction timelines.

Bill of law n° 8669

In response to these practical difficulties, the Luxembourg Government submitted Bill of Law n° 8669 to Parliament on 16 December 2025. The bill proposes an amendment to the law of 10 August 1915 on commercial companies, introducing the possibility to defer the payment of the statutory minimum share capital for Luxembourg S.à r.l. Under the proposed regime, founders would be allowed to defer the payment of the minimum share capital (EUR 12,000) for a period of up to 12 months following the incorporation of the company, while maintaining the requirement that the share capital be fully subscribed at the time of incorporation.

Key features of the proposed regime

• Full subscription at incorporation The share capital must be fully subscribed upon incorporation. Only the payment of the cash contribution may be deferred.
• Deferred payment up to 12 months The minimum share capital may be paid in full or in instalments within a maximum period of 12 months following incorporation, providing increased flexibility in light of banking and cash-flow constraints.
• Contributions in kind and subsequent share capital increases remain unaffected The bill does not alter the existing regime for incorporations by way of contributions in kind. Contributions in kind must be fully paid up at the incorporation of the SARL, as is currently the case. Shares issued in consideration for capital increases after incorporation of the SARL must continue to be fully paid up on the date they take effect.
• Enhanced transparency Shareholders who have not yet paid their cash contributions must be identified in the company's annual accounts, and their voting rights may be suspended until payment has been completed.
• AML/CFT compliance unchanged The proposed changes do not affect the obligation to comply with applicable anti-money laundering and counter-terrorist financing requirements. 

Next steps

The Bill of Law is currently progressing through the legislative process. BUREN will continue to monitor developments closely and will provide updates once the law is adopted and enters into force.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.