Deferred payment of the share capital of a private limited liability company (S.à r.l.) – Amendment effective as from 2 June 2026

A new amendment to the Law dated 10 August 1915, as amended, on commercial companies (“LSC”) has recently come into force, now allowing the payment of the minimum share capital of private limited liability companies (S.à r.l.) to be deferred for up to 12 months after their date of incorporation.

Until now, the first paragraph of Article 710-5 of the LSC set the minimum share capital of an S.à r.l. at 12,000 euros and stipulated that it must be fully subscribed and paid up at the time of the company’s incorporation. 

This rule, which required the full capital to be paid up at the time of the S.à r.l.’s incorporation – including, in particular, the prior opening of a bank account in the name of the company being formed – encountered, in practice, significant difficulties and delays due to the verification constraints and obligations imposed on banking institutions. 

This change forms part of a move to simplify corporate law, with the aim of allowing the founders of a private limited liability company to defer full payment of the share capital and thus to proceed with incorporation without first opening a bank account. 

However, the requirement to have a minimum share capital, as well as the obligation to fully subscribe to that share capital at the time of incorporation, remain unchanged.

The founders will therefore have two options, depending on the company’s cash flow constraints at the start of its operations: either 

1.     to pay the full amount of the minimum share capital at the time of incorporation, or 
    
2. to defer payment of all or part of this minimum share capital for a maximum period of 12 months. 

Under this second option, the company’s bank account can be opened in the weeks or months following incorporation, without delaying the incorporation process. However, the deferred payment must be provided for and organised in the articles of association. Failing this, the share capital must be paid up in accordance with the standard procedure.

To prevent any abuse, the option of deferred payment of the share capital is limited solely to the minimum share capital of 12,000 euros, excluding any portion of the capital exceeding this amount and any share premium.

Furthermore, the deferred payment of the initial share capital will be limited solely to cash contributions, and only up to the minimum share capital. Contributions in kind will continue to be subject to the requirement of full subscription at the time of the private limited liability company’s incorporation. 

Furthermore, this new law, which sole purpose is to facilitate the formation of new private limited liability companies (S.à r.l.), does not alter the rules applicable to capital increases following the incorporation. Consequently, the shares issued on such occasions must still be fully paid up as soon as they take effect, as must any issued share premium attached to them.

Transparency towards third parties will be ensured by the publication, following the company’s balance sheet, of a list of members who have not yet fully paid up their shares, together with an indication of the amounts still due. Each member remains, in any event, liable for the unpaid amount relating to their shares.

Finally, once the 12-month period has elapsed, if all shares have not yet been paid up despite reminders from the management, the shareholders’ voting rights attached to those shares will be suspended until the corresponding payments have been made. 

For further information on this matter, please do not hesitate to contact your usual adviser.