Minimum Company Capital Required in Luxembourg
Published on 10 October 2026 · Updated on 10 October 2026
In short
The minimum share capital in Luxembourg is €1 for a SARL-S, €12,000 for a SARL and €30,000 for a SA. Since June 2026, the capital of a SARL or SARL-S is fully subscribed at incorporation, but cash contributions up to the minimum can be paid up within 12 months. The SA pays up at least a quarter at incorporation.
Definition
Share capital is the sum of the contributions, in cash or in kind, that the shareholders undertake to make to the company in exchange for shares. It is subscribed when the commitment is made and paid up when the contribution is actually paid or transferred.
The three minimums to know
- SARL-S
- €1 to €11,999
- SARL
- €12,000
- SA
- €30,000, of which 25% paid up
- SARL reform
- In force since 2 June 2026
Minimum capital by legal form
| Form | Minimum capital | Payment | Deed |
|---|---|---|---|
| SARL-S | €1, maximum €11,999 | Cash up to the minimum within 12 months at most | Private or notarial |
| SARL | €12,000 | Cash up to €12,000 within 12 months at most; the rest at incorporation | Notarial |
| SA | €30,000 | At least 25% of each share at incorporation | Notarial |
| SCA | €30,000 | Rules close to the SA | Notarial |
| SE (European company) | €120,000 | Rules of the SA | Notarial |
| SENC, SCS, SCSp | No legal minimum | As set by the articles | Private or notarial |
| Sole proprietorship | No capital | Not applicable | No articles |
The minimums for the SCA and the SE are indicative: these forms are rarely used for a first formation and should be validated with a lawyer.
The reform of 18 May 2026: what changes for the SARL and SARL-S
The capital remains fully subscribed from the deed. Cash contributions, up to the legal minimum, can be paid up within 12 months of incorporation or within a shorter period set by the articles. The founding shareholders are jointly liable for this payment, and the voting rights attached to shares that have been called but not paid are suspended. Contributions in kind, the share premium and the part of the capital above €12,000 are paid up at incorporation.
Choosing the right amount, not just the minimum
The legal minimum is a floor, not a recommendation. An undercapitalised company inspires less confidence in banks, suppliers and landlords, and can quickly end up with negative equity. The right amount depends on the first months of expenses, the guarantees requested and any need for a permit that requires a financial base.
A SARL-S with €1 of capital remains possible. Its capital is however capped: if it has to exceed the cap, for example to welcome an investor, it changes form. For a business meant to grow, the SARL-S is often a stage on the way to the SARL rather than a final form. See SARL-S vs SARL and the guide to the capital deposit.
Next step
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Frequently asked questions
What is the minimum share capital of a SARL in Luxembourg in 2026?
€12,000, fully subscribed at incorporation. Since the law of 18 May 2026, in force on 2 June 2026, cash contributions up to this amount can be paid up within 12 months, or within a shorter period set by the articles.
Can you form a company with €1 in Luxembourg?
Yes, as a SARL-S, which is reserved for individuals, with capital between €1 and €11,999. A person can be a shareholder of only one SARL-S.
Does the capital have to stay blocked in the account?
No. Once the company is incorporated, the paid-up capital funds the business. It must not be returned to the shareholders outside legal procedures, such as a capital reduction.
What happens if the capital is not paid up within 12 months?
The voting rights attached to shares called but unpaid are suspended and the founders remain jointly liable for the payment. The precise consequences depend on the articles: have them validated by a lawyer.
Can you contribute an asset instead of cash?
Yes, through a contribution in kind. It must be paid up at incorporation and, in a SA, valued by an approved statutory auditor. In a SARL, valuation follows its own rules that should be checked with the notary.