Perspectives · Luxembourg
Luxembourg Account 115: contributing equity without issuing shares
Account 115 lets a shareholder inject equity into a Luxembourg company without issuing a single new share or visiting a notary. Here is what it is, why it is so common in holding and SPV structures, and how it differs from share capital and share premium. A practical explainer — not legal or tax advice.
The instrument
What Account 115 is
In the Luxembourg Standard Chart of Accounts — the Plan Comptable Normalisé, or PCN — account 115 carries the heading “Apport en capitaux propres non rémunéré par des titres”: a contribution to equity that is not remunerated by the issue of shares or other securities. In plain terms, a shareholder puts money (or assets) into the company and receives nothing new in return — no shares, no certificates, no debt instrument.
The key word is equity. A 115 contribution is booked within capitaux propres (shareholders’ equity), not as a loan. The company owes no interest and has no repayment date; the contribution simply increases its net equity. Because it is credited without any securities changing hands, it is often described as a capital contribution without the issuance of shares.
This guide is general reference material, not legal or tax advice. The mechanics below are typical, but the treatment of any specific contribution — and its accounting, legal and tax consequences — should be confirmed with your Luxembourg adviser.
Why it is used
Flexible equity, no notary
A 115 contribution is one of the fastest ways to fund a Luxembourg company. Increasing share capital normally means a shareholder resolution, a notarial deed and a filing; issuing shares at a premium brings par-value and subscription mechanics. Account 115 sidesteps all of that. A shareholder can strengthen a company’s balance sheet — to fund an acquisition, cover costs, or restore equity after losses — with a board or shareholder decision and a transfer of funds, and no notary.
That flexibility is why the instrument is a fixture of private equity and real estate holding and SPV structures. A parent can top up a Luxembourg holdco or SPV as a deal funds, keep the capital structure simple — one class of shares, a clean 115 reserve alongside it — and unwind the contribution later without a formal capital reduction. It also keeps equity and debt cleanly separated, which matters when a vehicle is deliberately funded with a mix of the two.
The distinction
How it differs from share capital and share premium
Account 115 is easy to confuse with two neighbouring equity items. All three sit in shareholders’ equity, but they are not the same thing.
- Share capital (capital social)
- The company’s issued capital, fixed in the articles and changed only by notarial deed. Luxembourg sets statutory minimums — broadly EUR 30,000 for an S.A. and EUR 12,000 for an S.à r.l. Every change is a formal, filed event. Account 115 touches none of this.
- Share premium (prime d’émission)
- The amount paid for shares above their nominal value when shares are actually subscribed. Share premium is therefore tied to a share issue. Account 115, by contrast, is a standalone contribution with no shares issued at all.
- Account 115 (apport non rémunéré)
- Equity contributed without any securities being issued in return — not tied to a subscription, not part of issued capital, and not a loan. It is its own line within equity.
The practical upshot: reach for share capital or share premium when new shares are being issued, and for Account 115 when a shareholder simply wants to add equity to an existing shareholding.
Getting it back
Repaying a 115 contribution
Because it is not part of issued share capital, a 115 contribution can generally be returned to shareholders more flexibly than share capital, which requires a formal capital-reduction procedure (réduction de capital) under the 1915 law. A repayment of 115 is typically effected by a board or shareholder decision rather than a notarial capital reduction.
More flexible does not mean unconditional. A repayment normally depends on the company being solvent, on the reserve actually being available, and often on interim accounts supporting the distribution — and the analysis can shift where there are minority shareholders, creditors or financing covenants in the picture. The exact procedure and any restrictions should be confirmed with your Luxembourg adviser before you rely on them.
A note on tax
Equity, not debt
At a high level, and again not as advice: because a 115 contribution is equity rather than debt, the contribution itself carries no interest and no withholding tax — there is no lender and no coupon. Luxembourg abolished its fixed capital-duty charge on contributions some years ago, so a straightforward equity contribution is not usually a taxable event in itself.
What does need care is how the contribution interacts with the rest of the funding. The balance between equity and shareholder debt, the availability of the participation exemption, and the treatment on a later repayment or exit are all fact-specific and firmly adviser territory. Model the instrument, then have the numbers reviewed.
In Alethia
How Foundation models it
In Alethia, the funds-flow designer — Foundation — models this instrument explicitly. When a movement lands in a Luxembourg company as an equity top-up, it is labelled “Share premium (Account 115)”, with the underlying description “Compte 115 — apport en capitaux propres non rémunéré par des titres”. Its reversal is modelled as “Share premium repayment (Account 115)”, kept deliberately separate from a formal réduction de capital under the 1915 law.
That means the closing set Foundation produces reflects the instrument you actually used, in the language a Luxembourg adviser will recognise — not a generic “capital contribution” that loses the distinction. The same jurisdiction-aware labelling covers the UK, Jersey, the Netherlands and the other markets a European structure runs through.
Questions
Account 115, answered
Is Account 115 the same as share premium?
Not quite. Share premium (prime d’émission) is the amount paid above nominal value when shares are actually subscribed, so it is tied to a share issue. Account 115 is a contribution to equity with no shares issued at all. Both sit in shareholders’ equity, but only share premium is linked to a subscription.
Do you need a notary for a 115 contribution?
Generally no. Unlike a share-capital increase, which is made by notarial deed, a 115 contribution is typically effected on a board or shareholder decision and a transfer of funds. Confirm the process for your specific company with your Luxembourg adviser.
Can Account 115 be repaid to shareholders?
Usually yes, and more flexibly than share capital, which needs a formal capital-reduction procedure. A 115 repayment is subject to solvency, the reserve being available and often interim accounts supporting it — so confirm the treatment with your Luxembourg adviser before relying on it.
Model the funds flow, in the right language
Foundation designs the transaction funds flow and posts the closing set — with jurisdiction-aware instruments like Account 115 named the way your Luxembourg adviser expects. See it on your own structure.