Reform of LLCs in Luxembourg: share capital can be paid up after incorporation.

Are you considering setting up an LLC in Luxembourg? A major reform of company law will soon make your entrepreneurial journey much easier. Starting in 2026, the minimum share capital of €12,000 will no longer need to be fully paid up before your company is incorporated. This legislative change responds to a long-standing request from entrepreneurs and brings Luxembourg in line with best European practices.

At Omnitrust, specialists in company formation and management in Luxembourg, we support SMEs, start-ups, and international entrepreneurs every day in setting up their businesses. This reform represents a significant opportunity to accelerate your entrepreneurial project while optimizing your initial cash flow. Full breakdown below.

 

A reform aimed at making LLC formation easier.

The bill aims to address these constraints without affecting the fundamental principles of company law. Share capital will still need to be fully subscribed at the time of incorporation, but actual payment can be deferred. Founders will therefore have up to twelve months after incorporation to pay all or part of the capital when contributions are made in cash.

This change allows the legal formation of the company to be separated from its actual cash flow needs. It is particularly well suited to young businesses, start-ups, and investment structures, which often need to set up an LLC quickly without immediately committing significant funds.

Luxembourg aligns with European practices.

With this reform, Luxembourg is joining a trend already seen in several European countries. In neighboring states such as France, Belgium, and Germany, full payment of share capital at the time of incorporation for companies similar to an LLC has not been required for many years. The Luxembourg project also aligns with European Directive 2017/1132, which gives member states considerable flexibility regarding share capital requirements for this type of company.

The stated goal is to enhance the attractiveness of Luxembourg’s legal framework and to prevent entrepreneurs from turning to other jurisdictions considered more flexible and faster.

A regulated relaxation to preserve legal certainty.

The reform does not remove the principle of minimum share capital nor the mechanisms for protecting third parties. Deferred payment will only be possible for cash contributions. Contributions in kind must still be fully paid at the time of incorporation, as must any capital increases carried out after the company is established.

The legislation also includes important safeguards. Founders will remain liable for unpaid capital, and shareholders who fail to meet a valid capital call may have their voting rights suspended. In addition, information regarding shares that are not fully paid up must be made public to ensure sufficient transparency for creditors and business partners.

Existing obligations regarding anti-money laundering and counter-terrorism financing remain unchanged and will continue to apply during company formation.

An expected entry into force in 2026.

The bill is currently under parliamentary review. It was officially submitted to the Chamber of Deputies on December 16, 2025, and presented to the committee in early January 2026. It must still go through the full legislative process before being finally adopted.

The text proposes to amend the law of August 10, 1915, on commercial companies to allow deferred payment of the minimum share capital for LLCs, within a maximum period of twelve months after incorporation. The official text of the bill can be consulted directly on the Chamber of Deputies’ website at the following address:
https://wdocs-pub.chd.lu/docs/Dossiers_parlementaires/8669/20251216_Depot.pdf

Once the law comes into effect, the new rules will apply to LLCs incorporated after that date. If adopted as currently drafted, this reform will mark an important step in the modernization of Luxembourg company law, offering greater flexibility to entrepreneurs while maintaining a high level of legal certainty.