Luxembourg SARL incorporations are getting easier

As of today, 2 June 2026, the new law amending the law of 10 August 1915 relating to commercial companies enters into force, in order to facilitate the incorporation of limited liability company (SARL). As a result, opening a bank account prior to incorporation is no longer required. 

The share capital must continue to be fully subscribed upon incorporation, but the payment of the minimum share capital of EUR 12,000 may be deferred for up to 12 months, unless the articles of association provide for a shorter period. Only the minimum share capital of EUR 12,000, to be paid in cash, may benefit from the deferral. Any amount exceeding this threshold, any share premium, and any contributions in kind must be fully paid up at incorporation.

Practical points:

• Publication obligations: the SARL must disclose the identity of the shareholders concerned and the amount of unpaid contributions alongside its annual financial statements;

• The management board is responsible for calling the payment of the outstanding amount;

• Suspension of voting rights attached to any shares that a payment call has failed; and

• Liability of the shareholders for unpaid due amounts.

For more information, please contact our team.