In brief
The law of 18 May 2026, derived from Draft Bill No. 8669, was published in the Luxembourg Official Gazette on 29 May 2026 and entered into force on 2 June 2026.
The new regime introduces a deferred payment mechanism for the statutory minimum share capital of private limited liability companies (sociétés à responsabilité limitée (SARLs)), allowing payment within a maximum period of 12 months from incorporation, unless a shorter period is provided for in the articles of association. Full subscription of the share capital at incorporation remains mandatory.
As outlined in our December 2025 client alert on the initial draft bill, the proposed reform originally contemplated a broader flexibility, including the possibility to defer payment of any share premium.
The final law adopts a more targeted approach: it excludes any deferral of share premium, which must be fully paid at incorporation, and introduces enhanced transparency, liability and governance safeguards to strengthen the protection of creditors and third parties.
Key takeaways
The new law aims to modernize the SARL incorporation process by decoupling incorporation from the immediate payment of the minimum share capital, while maintaining creditor protection through targeted safeguards.
- Consider whether new SARL incorporations can benefit from the deferred payment mechanism now in force.
- Note that only the statutory minimum share capital may be deferred; share premium must be paid upfront.
- Review or draft articles of association to clearly address payment timelines and capital calls.
- Anticipate disclosure and voting consequences where capital remains unpaid.
- Reflect the new regime in transaction structuring and due diligence processes.
In more detail
Deferred payment of the minimum share capital
The law allows SARLs to complete payment of the statutory minimum share capital (EUR 12,000) within 12 months from incorporation, unless a shorter period is provided for in the articles or deed of incorporation. The share capital must nevertheless be fully subscribed at incorporation.
Any amount exceeding the statutory minimum must be fully paid at incorporation. The deferred payment mechanism applies only to cash contributions.
Share premium payable at incorporation
Where a share premium (prime d’émission) is provided, it must be fully paid at the time of incorporation. The final law therefore excludes any deferred payment of share premium, reflecting the amendments adopted during the parliamentary process.
Contributions in kind and subsequent issuances
Shares issued at incorporation in exchange for contributions in kind must be fully paid at incorporation.
Shares issued after incorporation, including in the context of capital increases, must be fully paid at issuance, together with any related share premium.
Safeguards: transparency, liability and voting rights
Where all shares are not fully paid:
- The list of shareholders concerned and the amounts due must be published with the annual accounts.
- Shareholders remain liable for the unpaid amounts, subject to specific rules governing the effect of share transfers.
- Voting rights may be suspended in respect of shares where payments, duly called by the management, remain unpaid.
SARL‑S
For simplified SARLs (SARL‑S), the law clarifies that the deferred payment mechanism applies to the entire share capital subscribed in cash at incorporation, within the limits applicable to SARL‑S.
For specific advice on the implementation of the new regime, its interaction with incorporation timelines, governance arrangements or transactional structures, please contact your usual Baker McKenzie Luxembourg contact.