Business creation
The Law of 18 May 2026, resulting from Bill No. 8669, simplifies the process of starting a business in Luxembourg. This reform introduces a new mechanism allowing, under certain conditions, the payment of the minimum share capital of private limited liability companies (Sàrl) and simplified private limited liability companies (Sàrl-S) to be deferred.
This measure notably addresses the difficulties that some entrepreneurs may encounter when opening a business bank account, a step that may sometimes be necessary before the funds can effectively be made available.
A period of up to twelve months
Until now, the incorporation of a Sàrl required, in practice, the immediate payment of the minimum share capital of EUR 12,000. From now on, the minimum share capital may be paid up within a maximum period of twelve months from the incorporation of the company.
However, the capital must be fully subscribed when the company is incorporated. Only its effective payment may be deferred.
This development aims to facilitate the first steps of the entrepreneurial journey while maintaining the guarantees associated with share capital.
A regulated framework
For Sàrl companies, the possibility of deferring the payment of the capital applies only to cash contributions made upon incorporation and is limited to the amount of the statutory minimum share capital. Contributions in kind, the portion of the capital exceeding this minimum, as well as subsequent capital increases, remain subject to immediate payment.
For Sàrl-S companies, deferred payment may apply to the entire share capital subscribed upon incorporation when it consists of cash contributions.
The reform therefore does not remove the requirement for a minimum share capital, but offers greater flexibility regarding the timetable for its payment.
Particular attention to the articles of association
The articles of association or the deed of incorporation must specify the terms and conditions for paying up the share capital. They may, in particular, provide for a shorter period than the statutory maximum period of twelve months.
Founders are advised to anticipate, from the incorporation of the company, the terms of capital calls and the payment deadlines, in order to ensure a clear and secure implementation of the mechanism.
Guarantees maintained
In order to preserve transparency towards third parties, the companies concerned must publish, following the balance sheet, the list of shareholders whose shares have not been fully paid up, as well as the amounts still due.
Furthermore, obligations relating to the fight against money laundering and terrorist financing remain unchanged.
A measure supporting entrepreneurs
This new flexibility represents a practical step forward for project holders, particularly when banking or administrative procedures delay the availability of the funds required to set up their company.
It does not, however, exempt founders from complying with their financial obligations: the deferred capital must be paid within the prescribed deadlines and the opening of a bank account will remain essential for the operation of the company.
Entrepreneurs are therefore invited to prepare these elements carefully from the incorporation phase and to ensure that their articles of association are adapted to their situation.
The House of Entrepreneurship supports project holders and entrepreneurs in their steps to create, structure and develop their business.
For any question relating to the payment of share capital, companies may contact the House of Entrepreneurship by email at info@houseofentrepreneurship.lu or by telephone at (+352) 42 39 39 330.