Minimum capital of a SARL in Luxembourg: 2026 guide

€12,000: why this amount and what is it for?

The €12,000 threshold was set by law to guarantee a minimum of financial credibility to creditors and avoid the creation of empty shells without substance. In practice, this capital plays several roles: it is a guarantee for creditors, it determines the nominal value of shares (generally €25, i.e. 480 shares for €12,000) and it serves as a basis for calculating certain thresholds (minimum wealth tax of €535, employment fund contribution). Unlike the SA where 25% of capital is enough for incorporation, the SARL requires 100% payment, which means actually mobilising €12,000 from day 1.

Of these €12,000, the company can freely use them after registration for any operating needs: rents, salaries, equipment purchases, security deposits. There is no obligation to keep these funds intact in a separate account. However, the company must at all times have equity greater than half of the share capital, otherwise an alarm bell goes off (art. 100 LSC): if cumulative losses eat up more than half of the capital, managers must convene an EGM to rule on business continuation or early dissolution.

How to pay up the €12,000: the banking procedure

Capital payment follows a precise sequence. First, the founders choose a Luxembourg bank and open a blocked incorporation account in the name of the company in formation. The major banks (BIL, BGL BNP Paribas, Banque de Luxembourg, Spuerkeess) accept this operation in 3 to 10 business days depending on their KYC load. Expect a full KYC on each shareholder, each beneficial owner and each manager before release.

Once the account is open, each shareholder pays their share by SEPA transfer from an account in their name. After receiving the total of €12,000, the bank issues a fund-blocking certificate which will be presented to the notary. The notary verifies the certificate, signs the incorporation deed with the shareholders, then sends the deed to the bank for release. Between the deposit of funds and their effective release, expect 2 to 4 weeks on average.

Cash vs in-kind contributions

The €12,000 can be made up of cash contributions (money), in-kind contributions (tangible goods, intangibles, receivables, business goodwill) or a mix of both. Cash contributions follow the banking procedure described above. In-kind contributions require an additional procedure:

• Preparation of a valuation report by an approved réviseur d'entreprises (REA), indicating the valuation method, the description of the assets contributed and confirming that their value is at least equal to the nominal value of the shares allocated in return.
• Report cost: €2,000 to €5,000 excl. VAT depending on complexity (a property costs more than a vehicle or inventory).
• Additional time: 2 to 4 weeks for report preparation, to be anticipated in the schedule.
• Transfer of ownership formalised in the notarial deed: for a property, it is an authentic sale; for business goodwill, an assignment with publication.
• Taxation: in-kind contributions may trigger registration duties (0.5% to 6% depending on the nature of the asset) and taxation of the capital gain for an individual contributor.

Share premium and account 115

It is common for founders or investors to wish to contribute more than €12,000 of share capital. Two mechanisms allow these additional contributions to be received without issuing new shares: the share premium (contribution made at the time of a capital increase, allocated to a separate reserve account) and account 115 (contribution to equity not remunerated by securities, allocated to the "shareholder contributions not remunerated by securities" item of the Luxembourg balance sheet).

Account 115 is particularly useful for injecting cash into a SARL without a notarial procedure or formal capital increase: a simple general meeting minutes and accounting entry are enough. The sums injected into account 115 remain refundable to shareholders and are tax-neutral, provided that the operation is documented and reflects the economic reality. Most Luxembourg SARLs in start-up phase use this mechanism to strengthen their treasury without adding administrative burden.

Capital increase: procedure and costs

A capital increase always requires a notarial deed and a decision of the shareholders' meeting by a three-quarters majority of the capital. The notary publishes the modification on RESA and transmits it to the RCS. Expect €1,500 to €3,000 incl. VAT in notarial fees per operation, plus publication and registration fees. Three mechanisms are possible: new cash contributions (payment required), in-kind contributions (auditor's report mandatory) or incorporation of reserves (no new contributions, only accounting reclassification).

From a tax perspective, the capital increase bears only a fixed registration duty of €75 (law of December 23, 2016). There has been no proportional contribution duty since 2009, which makes capital increases in Luxembourg particularly competitive compared to other European jurisdictions.

Capital reduction: rules and pitfalls

A capital reduction is possible but regulated to protect creditors. After the EGM decision by a three-quarters majority, the reduction is published on RESA and a 30-day opposition period then opens during which creditors can demand guarantees. Capital can never fall below the legal minimum of €12,000: if the operation would lead to crossing this floor, one must either proceed with a partial reduction, or transform the SARL into another form (SARL-S under strict conditions, SCS, etc.).

Practical cases and mistakes to avoid

• Undercapitalising to save money: injecting a minimum of €12,000 when the activity requires €50,000 of working capital is a false economy. The company will fall under art. 100 within the first months of losses, forcing a costly recapitalisation.
• Using a personal account as a blocked account: prohibited. The account must be in the name of the company in formation, failing which payment will not be recognised by the notary.
• Forgetting the auditor's report for a low-value in-kind contribution: the law offers no exemption for the SARL (unlike the SA, which provides exemptions for certain listed assets).
• Confusing share capital and equity: capital remains stable, equity varies each year with results.
• Distributing dividends below the threshold: prohibited as long as the legal reserve (10% of capital) has not been funded up to the minimum (€1,200 for a SARL at €12,000).

SARL-S capital: the €1 alternative

If the €12,000 threshold is an obstacle for a start-up project, the SARL-S offers an alternative with a symbolic minimum capital of €1 per share. This form imposes, however, significant restrictions (maximum 5 shareholders, all individuals, mandatory shareholder-manager, enhanced legal reserve). For a detailed comparison, see SARL-S vs SARL : Comparatif complet pour entrepreneurs. If the ambition is to quickly raise significant funds, the SA with €30,000 of capital remains more suitable: see SARL vs SA au Luxembourg : Quelle forme juridique choisir ?.

What to remember about Luxembourg SARL capital

€12,000 fully paid up, 480 shares of €25 typically, blocked account at a Luxembourg bank, bank certificate, notarial deed, release after registration. In-kind contributions are possible with a valuation report costing €2,000 to €5,000. Subsequent increases are simple and almost exempt from registration duties. For the entire incorporation procedure, including banking coordination, notary selection and preparation of articles of association, see Comment créer une SARL au Luxembourg en 2026 : Guide complet.