Entry into Force of the New Law on Deferred Capital Payment for Luxembourg SARLs

In practice, this meant opening a bank account and blocking funds before enacting the articles of incorporation – a step that could take several weeks due to AML/KYC processes. This was widely seen as an obstacle to the rapid formation of SARLs, particularly in fund structuring and investment contexts where entities often need to be established quickly.

Several neighbouring jurisdictions offered more flexible regimes and EU law does not require full capital payment at incorporation for limited liability companies.

New Deferred Capital Payment Law Overview

The new law on the deferred payment of the minimum share capital of SARLs, was approved by Parliament on 28 April 2026. The new law makes the following amendments to the 1915 Law:

Deferred payment of cash contributions: The minimum share capital (EUR 12,000) must still be fully subscribed at incorporation, but payment of cash contributions to the minimum capital may be deferred for up to 12 months from incorporation. Founders may still opt for full, immediate payment (in the same way as the current regime), or defer all or part of the minimum capital payment.

Limits on the deferral: Capital exceeding the EUR 12,000 minimum and any share premium must be fully paid-up at incorporation. Any contributions in kind must be fully paid-up at incorporation. Shares issued after incorporation (for example, upon a subsequent capital increase) must also be fully paid-up at the time of issue.

Role of the articles and the notary: The articles must set out the procedure for the payment of the EUR 12,000 minimum. The notary enacting the incorporation must verify full subscription and, as applicable, partial or full payment at incorporation, but is not required to verify subsequent payments.

Shareholders liability: The new law amends the 1915 Law to expressly provide that shareholders remain liable for the amount due for their shares.

Governance safeguards: Voting rights attached to unpaid shares are suspended until payment, validly due and called, is made. An annual disclosure obligation requires publication of the list of shareholders who have not fully paid-up their shares, together with the amounts outstanding.

Extension to simplified SARLs (SARLs-S): The deferred payment mechanism also applies to the full subscribed capital of a SARL-S (which may be between EUR 1 and EUR 12,000) when contributions are made in cash.

Practical Implications

The reform is designed to be particularly beneficial for investment fund structures that need to establish SARL subsidiaries rapidly for upcoming acquisitions, without having to initiate a formal capital call from investors for relatively insignificant amounts. It will also assist entrepreneurs in launching new commercial ventures by permitting the progressive release of formation capital.

The new law does not alter the minimum capital amount of EUR 12,000 and does not affect the anti-money laundering and counter-terrorism financing checks applicable at formation.

Entry into Force of the New Deferred Capital Rules

The new law on the deferred payment of the minimum share capital has entered into force on 2 June 2026 and applies to any SARL and SARL-S incorporated as from such date. There is no retroactive effect on existing companies.

For further information, please reach out to your usual Maples Group contact or any of the persons listed on the page.