Incorporating a Luxembourg SARL before opening its bank account: the fast-track process

Since the entry into force on 2 June 2026 of the law of 18 May 2026 introducing the deferred payment of the minimum share capital for a Luxembourg private limited liability company (société à responsabilité limitée – SARL), the founders of a Luxembourg SARL can incorporate it without paying up in cash the minimum share capital of EUR 12,000 at incorporation, provided that it is paid within 12 months. The founders are then able to incorporate a Luxembourg SARL without opening a bank account and contributing the minimum capital upfront. The onboarding with the bank is no longer a step delaying the incorporation of the SARL in Luxembourg.

The amendments to the SARL-related provisions of the 1915 Law entitle the initial shareholders to include in the articles of association (“AoA”) the deferral of the cash payment of the EUR 12,000 minimum for a maximum of 12 months after incorporation. Such a change in the timing allows you to incorporate the SARL much faster and start its business, then focusing on the opening of the bank account afterwards. A blocking certificate is therefore not needed at the incorporation step with the notary. Including such a deferral in the AoA is required.

The initial shareholders can include in the AoA additional provisions about the payment modalities with rights of the managers to call the remaining capital, or include fixed dates for payments or calls, and a shorter timeline for such a cash contribution.

All amounts above the EUR 12,000 minimum capital, if any, must be fully paid up at the incorporation. The same applies to any share premium and to shares issued against contributions in kind. Any shares issued after the incorporation of the SARL must also be fully paid up at the time of the issue.

The initial shareholders are liable for any unpaid share capital after the end of the deferral period and the ones with outstanding capital to be paid are disclosed in the balance sheet of the SARL for transparency purposes. If the managers called for the payment of a due contribution, which  remains unpaid, the voting attached to the relevant shares are suspended.

Get in touch with our Luxembourg Team to discuss how these developments may impact your strategy and how we can support you with structuring, regulatory engagement, and compliance readiness.