Increasing the Share Capital of a Luxembourg SARL
Published on 10 October 2026 · Updated on 10 October 2026
In short
A capital increase in a Luxembourg SARL is an amendment of the articles of association: the members’ meeting decides it before a notary, in principle by a majority of members representing three quarters of the capital. New shares are paid up in full on issue, premium included: the 12-month payment period introduced by the 2026 reform applies only to incorporation.
Key points
- Body
- Members’ meeting
- Deed
- Notarial
- Payment
- In full on issue, premium included
- RCS filing
- Within one month
The June 2026 reform changes nothing for capital increases
The law of 18 May 2026, in force on 2 June 2026, allows the minimum capital of a SARL or a SARL-S to be paid up within 12 months of incorporation. It does not extend to later increases: shares issued after incorporation are paid up in full when issued, together with any issue premium.
Increasing the capital, step by step
- 1
Structure the transaction
Amount, issue price, premium, contribution in cash, in kind or capitalisation of reserves.
businessregistration.lu - 2
New members
Approval of the members and, for an investor, KYC and source of funds.
Members, bank - 3
Payment of funds
Transfer to the company account and bank certificate for the notary.
Subscribers, bank - 4
Meeting before a notary
Decision to increase, subscription, payment and amendment of the article on capital.
Members, notary - 5
RCS and RESA
Filing of the deed, then of the coordinated articles within one month of signature.
Notary, LBR - 6
UBO register
Update within one month if a beneficial owner joins or if percentages change.
businessregistration.lu
Three ways to increase the capital
| Method | Principle | Point of attention |
|---|---|---|
| Cash contribution | Subscribers pay in funds | Bank certificate given to the notary |
| Contribution in kind | An asset, a receivable or securities are contributed | Valuation of the asset; report by an approved statutory auditor in an SA |
| Capitalisation of reserves | Reserves become capital | Accounts showing the available reserves |
New member and SA
In a SARL, a third party joining the capital requires the members’ approval. For a transfer of shares to a non-member, the law requires the agreement of members representing at least three quarters of the capital, a threshold the articles may lower to one half. A shareholders’ agreement can complete the transaction: see shareholders’ agreement in Luxembourg.
In an SA, shareholders have a preferential subscription right, which the extraordinary meeting may limit or remove with justification. The articles may also provide for an authorised capital, under which the board increases the capital without a new meeting.
A SARL-S whose capital reaches €12,000 must change form: see convert a SARL-S into a SARL.
Next step
Prepare your capital increase
Transaction structured, notary coordinated, RCS and UBO filings followed.
Frequently asked questions
Can a capital increase be paid up in instalments?
Not in a SARL. Since the reform of 2 June 2026, only the payment of the minimum capital on incorporation can be deferred by 12 months. Shares issued in a later capital increase must be paid up in full on issue, issue premium included.
Is a notary needed to increase the capital of a SARL?
Yes. The capital is stated in the articles, and the amendment is recorded in a notarial deed. The notary checks the subscription and the payment, then files the deed with the RCS for publication in the RESA. The coordinated articles are filed no later than one month after signature.
What majority is needed to decide the increase?
In a SARL, unless the articles are stricter, a majority of members representing three quarters of the capital. No member can, however, be forced to increase his or her commitments without consent. A third party joining also requires the approval of members provided for by law and the articles.
Must the UBO register be updated after a capital increase?
Yes if the transaction brings in a beneficial owner or changes the nature or extent of the declared interests. The update is made within one month. An increase subscribed by a single member may be enough to take a person above 25% of the capital, who then becomes a beneficial owner.
Does a capital increase give rise to duties?
The notarial deed is registered with the AED, with the applicable duties, and notary and LBR filing fees are added. They are itemised in the quote and re-invoiced at actual cost, with no margin. Our coordination fees are added to these.