Depositing the share capital of a Luxembourg company
Published on 10 October 2026 · Updated on 10 October 2026
In short
A share capital deposit in Luxembourg is paid into an account opened in the name of the company being formed, and the bank issues a blocking certificate for the notary. Since 2 June 2026, a SARL or SARL-S can pay up cash contributions, up to the legal minimum, within 12 months of incorporation. An SA pays up at least 25% at signing.
Definition
The blocking certificate is the bank’s confirmation that the capital has been paid into the account of the company being formed and remains unavailable until registration. The notary relies on this document to record the payment of the capital in the deed of incorporation.
What must be paid up, by form
- SARL
- EUR 12,000, payable within 12 months in cash
- SARL-S
- Cash capital payable within 12 months
- SA
- EUR 30,000, at least 25% at signing
- In-kind contributions
- Paid up at incorporation
Reform: law of 18 May 2026, in force on 2 June 2026
For a SARL or SARL-S, the capital must still be fully subscribed at signing, but cash contributions up to the legal minimum can be paid up within 12 months, or within a shorter period set by the articles. Founders remain jointly liable for payment. Voting rights attached to shares called up and unpaid are suspended. In-kind contributions, the share premium and the part of the capital above EUR 12,000 are paid up at incorporation.
The capital deposit, step by step
- 1
Choose the schedule
Immediate or deferred payment, amount called at signing, call-up terms in the articles.
businessregistration.lu and lawyer - 2
Open the account
KYC file of the shareholders, managers and beneficial owners, evidence of the source of funds.
Bank - 3
Pay in the funds
Transfer from each shareholder’s account, in the name of the company being formed.
Shareholders - 4
Blocking certificate
Bank confirmation sent to the notary before signing.
Bank - 5
Deed and registration
The notary records the payment, then files the deed with the RCS.
Notary, LBR - 6
Release or call-up
RCS extract handed to the bank; if payment is deferred, the management calls up the balance within the period.
Management
Pay now or later?
Deferred payment does not reduce the capital: it moves the date of payment. It mainly lets you sign the deed without waiting for the bank account to be opened, which is often the longest step of an incorporation. The account is still needed to receive the funds within the period.
It has consequences. Shareholders remain debtors for the sums not paid, and failure to pay after a call strips the shares concerned of their voting rights. Shareholders who have not paid in full appear in the annual accounts. For an activity that needs starting cash, paying the capital at signing often remains the simplest choice.
The rule applies only at incorporation. A later capital increase is paid up in full on issue, premium included. For the amounts by form, see our guide to the minimum share capital of a Luxembourg company.
Next step
Organise your capital deposit
We set the payment schedule with you and prepare the bank file.
Frequently asked questions
Can you form a SARL without a bank account?
Since 2 June 2026, a SARL can be formed before the capital is paid in, if the articles provide for deferred payment of cash contributions. The EUR 12,000 minimum must then be paid within 12 months. An account in the company’s name is still essential to receive these funds and to operate.
When is the blocked account released?
The bank releases the capital after the company is registered with the RCS, on presentation of the extract or of proof that the deed has been filed. The funds then become available for the company’s expenses. If payment is deferred, capital paid later goes straight to the company’s ordinary account, within the period set by the articles.
What happens if a shareholder does not pay the amount called?
Voting rights attached to shares called up and unpaid are suspended. Founders remain jointly liable to the company for payment. The management can take action against the defaulting shareholder under the articles and the law. Hence the value of setting clear call-up terms in the articles: amount, notice, payment period.
Does deferred payment apply to an SA?
No. The 2026 reform concerns the SARL and SARL-S. The SA keeps its rule: EUR 30,000 capital fully subscribed and paid up to at least one quarter at incorporation. The balance is then called by the board of directors according to the articles.
Can you contribute an asset instead of cash?
Yes, through a contribution in kind. It is paid up at incorporation and does not benefit from the 12-month period. In an SA, it is the subject of a report by an approved statutory auditor. In all cases, the asset must be valued carefully, as shareholders answer to third parties for its value.