• Luxembourg Reform Introduces Deferred Share Capital for the SARL Private Limited Liability Company

Luxembourg Reform Introduces Deferred Share Capital for the SARL Private Limited Liability Company

A new legislative development in Luxembourg introduces greater flexibility in the formation of private limited liability companies.

The law of 18 May 2026, derived from Bill No. 8669 and in force from 2 June 2026, establishes a deferred payment regime for the statutory minimum share capital of EUR 12,000 in SARL and SARL-S structures incorporated from that date, allowing founders to pay it within a maximum period of 12 months after incorporation, rather than paying it in full at incorporation.

This targeted reform maintains the core principles of full subscription and creditor protection, while easing practical constraints at the outset. It reflects Luxembourg’s continued focus on enhancing efficiency and accessibility in corporate structuring, particularly for businesses seeking streamlined establishment processes.

The below memo outlines the key features of the new regime and its potential implications for SARL formation in Luxembourg.