On 28 April 2026, the Luxembourg Parliament adopted Bill No. 8669, introducing a long-awaited practical simplification to the regimes of S.à r.l. (private limited liability company or société à responsabilité limitée) and S.à r.l.-S. (simplified private limited liability company or société à responsabilité limitée simplifiée):
Founders may now defer payment of their subscribed capital at incorporation.
1. Core principles of the new regime
The reform is based on four principles:
| Maximum period | 12 months |
| Eligible contributions | Cash contributions |
| Relevant share capital | Minimum share capital |
| Companies concerned | Newly incorporated companies |
Please note that any share premium contributed upon incorporation must nevertheless be fully paid up.
2. Concrete practical benefits
- No bank account required at incorporation
Founders can incorporate first and organise funding afterwards, removing the most common bottleneck in Luxembourg company formation.
- Easier launch for early-stage entrepreneurs
Viable business models no longer require full liquidity at launch. The reform improves capital efficiency for founders with limited initial cash.
- Faster SPV setup in M&A
Acquisition vehicles can be incorporated under tight deal timelines, with capital injection deferred to align with transaction milestones.
3. Shareholders’ payment obligation and notarial role
Each shareholder remains legally bound to fully pay its subscribed contribution within the 12-month statutory period.
The notary is not responsible for monitoring whether the deferred amounts are effectively paid within the statutory deadline.
This monitoring and enforcement remain a matter of corporate governance and shareholder compliance.
4. Sanction for failure to pay within 12 months
The law introduces a direct corporate sanction for default.
If a shareholder fails to pay its subscribed contribution within the 12-month period, the consequence is the suspension of its voting rights for the unpaid portion.
This creates a strong internal enforcement mechanism while preserving the company’s operational continuity.
5. Protection of third parties and transparency
Where company documents mention the share capital, they must also indicate the portion of the capital that remains unpaid.
This is a key transparency safeguard.
For instance, where the share capital of an S.A. (public limited liability company or société anonyme) is not fully paid-up, the percentage of paid-up capital is indicated on the extract from the Luxembourg Trade and Companies Register.
6. Practical recommendation: adapt the articles of association
The reform expands contractual freedom — but it requires more careful drafting. Standard articles may be insufficient.
Bespoke provisions are recommended on: the timetable for capital calls; mechanics of shareholder funding notices; due dates for instalments; consequences of default and internal remedies.
As from 2 June 2026, following its publication in the Mémorial on 29 May 2026, the new regime applies to newly incorporated S.à r.l.s and S.à r.l.-S entities.
Main legal sources
- Luxembourg amended law of 10 August 1915 on commercial companies
- Bill No. 8669 (adopted on 28 April 2026)