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Company law measures

Measures taken with respect to Luxembourg company law

 

 

Following the state of emergency declared by the Luxembourg government on 18 March 2020, the government has power to take via decree emergency measures and this on a temporary basis.

 

By decree dated 20 march 2020, the government took the following measures regarding Luxembourg companies’ law:

 

1. A company may, notwithstanding any opposite article in its articles of association, hold a shareholders’ meeting without any physical presence and require its shareholders and any other participants to the said general meeting, to exercise its rights by:

 

  • a vote in written or digital form provided that the complete documentation regarding the resolutions or decisions to be taken has been published or has been communicated to the participants,
  • a proxyholder appointed by the company,
  • a videoconference or any other similar means of communication allowing to identify its participants.

 

2. Notwithstanding any opposite article in its articles of association, the corporate bodies (board of directors, board of managers, supervisory board, etc…) of any company may hold its corporate meetings without any physical presence by:

 

  • circular resolutions,
  • a videoconference or any other similar means of communication allowing to identify its participants.

 

The participants attending through such means will be considered as present for the purposes of determining the quorum and the majorities.

 

Notwithstanding any contrary article in the articles of association, any company is authorized to convene a general meeting at the later of the following dates:

 

  • a date falling six months after the end of its financial year,
  • a date within the period ending 30 June 2020.

 

The company shall be entitled to take this decision for any meeting convened by 30 June 2020 at the latest. Any company which has already convened its meeting and which takes such a decision shall publish it and, where appropriate, notify it to its shareholders or associates or other participants in the form in which it had convened the meeting or by publication on its website no later than the third working day before the meeting.

 

The present applies for any type of company under Luxembourg law.

 

 

Key provisions:

 

Règlement grand-ducal du 20 mars 2020 portant introduction de mesures concernant la tenue de réunions dans les sociétés et dans les autres personnes morales :

(http://www.legilux.public.lu/eli/etat/leg/rgd/2020/03/20/a171/jo#jo%A0).