Luxembourg M&A: Structuring Beyond Execution - Paperjam

The Luxembourg Business Registers has issued new guidance requiring entities held by fiducies, trusts, or foundations to look through these structures when determining beneficial ownership for registration purposes. This circular introduces significant changes to how beneficial owners must be identified and reported, aligning Luxembourg's approach with upcoming EU regulations and potentially requiring many entities to review and amend their existing registrations.

Luxembourg has introduced a significant reform allowing founders to defer the EUR 12,000 minimum share capital payment for private limited liability companies (SARL) for up to 12 months after incorporation. This change eliminates the need for upfront bank account opening and capital contribution, enabling faster company formation and immediate business operations while maintaining shareholder liability for unpaid capital.

Luxembourg has implemented new gender balance requirements for listed company boards, mandating that at least 33% of all director positions be held by the under-represented sex by June 30, 2026.

The Anti-Money Laundering Regulation (AMLR) introduces a more structured framework for risk assessment while maintaining the Risk-Based Approach at its core. Enhanced Due Diligence requirements now extend to high-net-worth individuals and residence-by-investment schemes, while Simplified Due Diligence faces stricter conditions. The regulation provides EU-wide clarity on politically exposed persons (PEPs) and establishes harmonised risk factors across member states.

Luxembourg has introduced a new law allowing founders of private limited liability companies (SARLs) to defer the cash payment of the EUR 12,000 minimum share capital for up to 12 months following incorporation. This legislative change addresses the practical challenge of opening bank accounts before incorporation, enabling businesses to launch quickly without immediate funding requirements while maintaining statutory minimum capital safeguards.

Luxembourg has introduced a new law allowing private limited liability companies (SARLs) to defer payment of their minimum share capital for up to 12 months after incorporation, fundamentally changing the previous requirement...

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.

The Law of 5 May 2026 has been published in the Luxembourg Official Journal introducing amendments to the Luxembourg financial sector supervisory framework (Law).

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.

Preferred instruments are having a moment. In today’s market, where capital structures are getting more creative and investor expectations more nuanced, we are seeing a clear uptick in hybrid...