Luxembourg SARL Fast-Track Incorporations & Flexible Capital Payment

Setting up a private limited liability company (société à responsabilité limitée, “SARL”) in Luxembourg has never been so easy and fast¹. Founders can now defer the payment of the EUR 12,000 minimum share capital for up to 12 months after incorporation.

What changes

SARL founders have two options:
Option 1. Pay the full share capital upfront at incorporation (as before).
Option 2. Defer all or part of the payment of EUR 12,000 minimum share capital for up to 12 months after incorporation.

With Option 2, founders can launch their SARL without waiting for a bank account to be opened and accelerate time-sensitive transactions.

Key safeguards

• Founders must still pay for the full minimum share capital. Only the timing has changed. 
• The deferral applies only to the EUR 12,000 minimum share capital and cash contributions. Any amount exceeding EUR 12,000 and contributions in kind must still be fully paid up upon incorporation. 
• Share premiums or shares issued in later capital increases must always be paid in full upon issuance.
• Anti-money laundering (AML) and counter-financing of terrorism (CFT) checks still apply at incorporation. 
• Founders are liable for any unpaid share capital. 
• Unpaid shares lose their voting rights until all outstanding amounts called by management are paid. 
• Founders with outstanding capital payment are disclosed in the balance sheet to increase transparency.

Implementation & Contact

All SARL incorporations can now benefit from the deferred minimum share capital payment. For more information or to discuss this new option, please contact your usual contact at Elvinger Hoss Prussen.