Deferred payment of share capital: Luxembourg eases S.à r.l. incorporations

Since our previous eAlert of January 2026 Draft law n°8669 on the deferred payment of the minimum share capital of S.à r.l., the text has been amended following observations of the Council of State and other professional bodies. The key changes and main provisions of the Law as voted are summarised below.

Key changes

The scope of the deferred payment has been narrowed compared to the initial draft: deferred payment is now limited to the minimum share capital of EUR12,000 only, to the exclusion of any share premium, which must be fully paid up at incorporation. 

In addition, the Law now expressly provides that capital calls fall within the competence of the management.

Deferred payment of share capital: a 12-month window

The Law amends article 710-6 of the 1915 Law: while the share capital must continue to be fully subscribed upon incorporation, the payment of the minimum share capital of EUR12,000 may be deferred for up to 12 months, unless the articles of association provide for a shorter period, removing the need to open a bank account before incorporation. 

The procedures and modalities for the subsequent payment must be set out in the articles of association.

Safeguards

Only the minimum share capital of EUR12,000, where contributed 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. 

Liability, transparency, and protection of third parties

The Law introduces protective measures inspired by the société anonyme regime: joint and several liability of the founders for unpaid capital upon expiry of the 12-month period; transferor/transferee liability mechanisms for unpaid shares; suspension of voting rights for shares in default of payment; and mandatory publication, following the annual balance sheet, of the list of shareholders who have not fully paid up their shares together with the amounts due. 

Corporate documents referring to the share capital must also indicate any portion not yet paid up.

Simplified S.à r.l. (S.à r.l.-S)

Article 720-4 of the 1915 Law is adapted to extend deferred payment to all capital subscribed at incorporation of S.à r.l.-S, where contributions are in cash. 

Practical scope and next steps

The new regime will apply to incorporations of S.à r.l. or S.à r.l.-S after the Law enters into force (the fourth day following its publication in the Luxembourg Official Gazette). 

Points of attention

The reform requires precise drafting of the articles of association to govern:

• the timetable and modalities for capital calls (which now fall expressly within the competence of the management)
• the consequences of any failure to pay
• the implications of any transfer of unpaid shares. 

Particular attention should also be paid to the fact that any share premium must be fully paid at incorporation.