Luxembourg: Shareholders

EU fund managers are increasingly opting to establish their own Luxembourg-based licensed entities to manage European private funds, known as authorised alternative investment fund managers (AIFMs). This Q&A addresses the practical considerations and key questions that arise when choosing between an in-house AIFM controlled by the fund manager versus engaging a third-party Luxembourg AIFM.

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.

ESG Comparative Guide for the jurisdiction of Luxembourg, check out our comparative guides section to compare across multiple countries

As of 2025, Luxembourg continues to solidify its position as a hub for private equity and M&A activities.

In this edition, we are focusing on the 2024 calendar year rulings we identified to be the most relevant for actors navigating the corporate sector. Subject matter includes, among other topics:

On 23 January 2025, Luxembourg enacted a bill implementing the EU Mobility Directive (2019/2121) for cross-border conversions, mergers and divisions...

The Luxembourg legislator has on 23 January 2025 adopted the bill of law implementing the so-called EU Company Mobility Directive which establishes a harmonised set of rules for cross-border restructurings.

On 23 January 2025, the Luxembourg legislator has passed the first vote of the bill of law (n°8053) transposing the corporate law aspects of Directive (EU) 2019/2121 of 27 November 2019...