Bill of Law
Luxembourg Government has fully grasped the importance of this item and its blocking / pressure points in practice and introduced a bill of law (n° 8669 – the “Bill of Law”) before the Luxembourg parliament on 16 December 2025. This Bill of Law aims to modernize the Luxembourg law of 10 August 1915 on commercial companies by allowing founders of Luxembourg S.à r.l. to defer the payment of the statutory minimum share capital (EUR 12,000) for up to 12 months following incorporation of the company, while maintaining the requirement for full subscription of the share capital at incorporation.
Key features
Whilst the Bill of Law allows for a deferral of the payment of the minimum share capital for up to 12 months following incorporation, the share capital must nonetheless be fully subscribed at incorporation. Payment may subsequently be made in full or in part over time, offering welcome flexibility to accommodate the company’s financial situation and strategic considerations.
In the past, incorporations in cash were often replaced by contributions in kind, allowing the incorporation to proceed while the bank account opening process was completed at a later stage. The Bill of Law does not change the possibility to incorporate in kind in which case any amount exceeding the statutory minimum share capital (EUR 12,000) must be fully paid up at incorporation.
The Bill of Law also contains measures to avoid the abuse of the delay for cash contributions beyond 12 months which may expose the company to judicial dissolution.
To create further transparency, shareholders who have not yet paid their cash contributions will have to be identified in the company’s annual accounts and their voting rights may be suspended.
The Bill of Law also confirms that this measure does not affect the obligation to comply with applicable anti-money laundering and counter-terrorist financing regulations.
The Bill of Law will now proceed in the legislative process and TIBERGHIEN Luxembourg will follow the process and report on further developments including final enactment of the Bill of Law.
