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Company law measures in relation to Covid 19

 

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

 

A Law dated 23 September 2020 has been enacted which reiterates almost entirely the measures regarding Luxembourg companies’ law taken by decree dated 20 march 2020.  This law will enter into force on 1st October 2020.

 

A company may, even if the articles do not provide so and regardless of the expected number of participants, 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 allowing their identification 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.

 

Notwithstanding any opposite article in its articles of association and without the articles of association having to provide for the possibility to do so, 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.

 

The law provides, in its second article, that the above mentioned measures also apply to general meetings of members, shareholders or associates as well as to meetings of the legal or statutory management bodies of other types of company under Luxembourg law such as non-profit associations and foundations, agricultural associations, ...

 

This law will be applicable as of Thursday 1st of October 2020 and will remain in force until the 31 December 2020.

 

However, this law dated 23 September 2020 does not extend the deadline of the annual account’s publication. Indeed, the deadline for the filing with the Trade Register of the annual accounts closed on 31 December 2019 set by the law of 22 May 2020 has remained unchanged: the filing must be made by 31 October 2020.

 

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).

 

Loi du 23 septembre 2020 portant des mesures concernant la tenue de réunions dans les sociétés et dans les autres personnes morales : (http://legilux.public.lu/eli/etat/leg/loi/2020/09/23/a785/jo)

 

Loi du 22 mai 2020 portant prorogation des délais de dépôt et de publication des comptes annuels, des comptes consolidés et des rapports y afférents durant l’état de crise : http://www.legilux.lu/eli/etat/leg/loi/2020/05/22/a467/jo