🇱🇺 Legislation16 Dec 2025
Luxembourg proposes letting S.à r.l. founders pay the minimum capital within 12 months
Luxembourg's Government filed bill 8669 on 16 December 2025 to amend the law of 10 August 1915 on commercial companies. Founders of a private limited company (S.à r.l. or S.à r.l.-S) would be able to pay the legally required minimum capital in cash up to 12 months after incorporation, instead of in full at incorporation. The capital must still be fully subscribed, and contributions in kind stay payable up front. The bill still has to pass Parliament.
The bill responds to market feedback on bottlenecks when setting up S.à r.l. vehicles and competition from neighbouring countries.
What the bill proposes
- Founders could defer paying the minimum share capital of an S.à r.l. or S.à r.l.-S for up to 12 months after incorporation (articles 710-5 and 710-6 of the 1915 law).
- The capital must still be fully subscribed at incorporation. Partial subscription is not allowed.
- Only cash contributions to the minimum capital can be deferred. Contributions in kind remain payable at incorporation.
Status
The bill was before Parliament and the Council of State. Nothing changes until it is passed.