On 28 April 2026, the Luxembourg Parliament (Chambre des Députés) adopted the bill of law amending the law of 10 August 1915 on commercial companies (the “Companies Act”) and introducing the deferred payment of the minimum share capital of private limited liability companies (sociétés à responsabilité limitée, “SARL”).
Following its entry into force, the payment of the minimum share capital of EUR 12,000 of a SARL can be deferred for a period of up to twelve months following its incorporation.
The adopted bill of law is of particular relevance for the structuring of investment transactions, especially in alternative assets (private equity, real estate, unlisted debt instruments), where the signing of transactional documents often requires the rapid prior incorporation of a SARL, while the actual closing and cash flow needs typically arise only several weeks or months later. It eliminates the practical difficulty of having to open a bank account and deposit funds before the SARL can be incorporated. However, KYC and AML obligations in connection with the incorporation remain unchanged. The adopted bill of law will also benefit young entrepreneurs starting new commercial activities, as it allows them to progressively pay up the minimum share capital.
Our experts Anna Lindner and Milena Engeldinger look at the key aspects.
