Luxembourg: Contracts and Commercial Law

Luxembourg's new law allows SARLs to defer payment of the minimum €12,000 share capital for up to 12 months after incorporation, removing a significant barrier to rapid entity formation. The reform introduces governance safeguards including suspended voting rights for unpaid shares and annual disclosure requirements, while maintaining the minimum capital threshold and full subscription requirements.

Luxembourg is set to modernize its corporate law by allowing founders of private limited liability companies (SARLs) to defer payment of the minimum share capital for up to 12 months after incorporation. This reform eliminates the requirement for pre-incorporation bank accounts while maintaining robust anti-money laundering safeguards, potentially accelerating company formation and enhancing Luxembourg's competitiveness in fund and investment structuring.

On April 28, 2026, the Luxembourg Parliament voted a law allowing the deferred payment of the minimum share capital of private limited liability companies (the S.à r.l.)...

On 10 September 2024, the Court of Justice of the European Union upheld the €2.4 billion fine imposed on Google by the European Commission for abusing its dominant position through self-referencing in its Google Shopping service.

In recent years, the VAT treatment of M&A services in share transactions – such as corporate finance advisors and investment banks – has been subject to considerable debate

The recent CJEU decision in Arcomet provides binding guidance on the VAT treatment of TP adjustments on intragroup services calculated using an OECD-recommended method.

The life of a company is not always a smooth ride. The "affectio societatis" (i.e. the willingness of the partners to work together) of the first few months can sometimes...

Regulation (EU) No 596/2014 of 16 April 2014 on market abuse (MAR), which aims to prevent and detect market abuse, market manipulation and insider dealing...

The Luxembourg Law of 7 August 2023 rectifies omissions and errors in the 1915 law on commercial companies. This legislation provides clarity on calculating quorums and majorities in shareholder meetings.