Luxembourg is modernising the incorporation regime for private limited liability companies (sociétés à responsabilité limitée – S.à r.l.) through Bill No. 8669, which amends the law of 10 August 1915 on commercial companies. The reform does not abolish or reduce the existing minimum share capital of EUR 12,000. Instead, it introduces a more flexible regime allowing the payment of that minimum capital to be deferred after incorporation. This is particularly useful where timing is critical, for example in acquisitions, joint ventures, holding structures or start-up incorporations, as the company can be formed while banking, AML/KYC and funding arrangements are still being finalised.

Under the new regime, the EUR 12,000 minimum share capital must still be fully subscribed at incorporation. However, where the capital is subscribed in cash, its payment may be deferred, in whole or in part, for a maximum period of 12 months from the date of incorporation, unless the articles of association provide for a shorter period.

The purpose of the reform is practical. Under the current regime, founders must generally open a bank account and pay the full share capital before incorporation. In practice, this can delay transactions, particularly because of banking, AML and KYC onboarding requirements. The reform therefore aims to facilitate faster incorporations and improve Luxembourg’s competitiveness for start-ups, investors and transactional structuring.