The Luxembourg Parliament is currently analyzing a bill (presented on December 16, 2025) that promises to transform the landscape of company incorporation in the Grand Duchy. This modernization seeks to eliminate administrative barriers that, until now, delayed the launch of investment vehicles and operating subsidiaries. For CFOs and fund managers, especially in sectors such as Real Estate and Private Equity, this reform represents a competitive advantage in executing time-sensitive transactions.

From bank blockage to operational flexibility

Under the current regime, the incorporation of SARL-type companies requires the full disbursement and deposit of the minimum capital of €12,000 before going to the notary. This step is often blocked by the compliance times (KYC/AML) of banking entities, delaying the legal creation of the entity.

The reform proposes a paradigm shift: allowing the capital to be fully subscribed at the time of signing, but its effective payment can be deferred for up to 12 months. This “decoupling” allows for:

• the immediate creation of the legal entity;
• managing the opening of bank accounts a posteriori;
• accelerating the launch of SPVs and complex investment structures.

However, technical safeguards remain: amounts exceeding the minimum and non-monetary contributions must be paid at the beginning, and shareholders with outstanding capital will have temporary voting restrictions and information obligations.

Leadership in the Benelux: Fidelium by Auxadi

This modernization brings Luxembourg closer to the most agile European practices. At Auxadi, we reinforce this flexibility with our direct presence in the region through Fidelium by Auxadi in Belgium. This new acquisition positions us as the ideal strategic partner to coordinate expansion across the Benelux, where we offer CoSec corporate legal services for rigorous legal maintenance, international accounting management and consolidated reporting, international tax compliance, and transfer pricing consultancy.

Your expert partner in real estate and multinationals

Our track record managing assets under administration allows us to understand that, in the real estate and fund sector, “time is money.” We act as an extension of your finance department, facilitating everything from payroll management for international subsidiaries to legal support in key jurisdictions.

At Auxadi, we offer comprehensive services in accounting, tax, payroll, transfer pricing and corporate legal services to multinationals and funds. With experience since 1979 and a presence in over 50 countries, including 26 proprietary subsidiaries, our advanced technological platform, MySPV, and proven methodology enable us to guarantee efficient management in compliance with local regulations. 

Request a personalized consultation through our contact form and let’s make your expansion simple.

Author:

Rima Yousfan

VP of Client Relations