The Ministry of Justice lodged Bill no. 8007 on 17 May 2022 (the Bill of Law), to fix (i) clerical mistakes, (ii) update references and (iii) clarify inconsistencies resulting from the application of the rules resulting from the 2016 major reform of the law of 10 August 1915 on commercial companies (the Companies Law). Bill no. 8007 has since been commented on by the Luxembourg Chamber of Commerce, the State Council and the Trade Chamber.
Most of the changes proposed in the Bill of Law are minor technical or clerical points which do not require to be detailed further. However, some of the proposed changes are more material. We have identified some of those:
- Quorum and majority rules
Shares deprived of voting rights
The Bill of Law specifies that shares deprived of voting rights are not to be taken into account, neither for the calculation of the quorum nor for the majority rules at shareholders’ meetings.
This clarification applies both to public limited liability companies (sociétés anonymes) and private limited liability companies (sociétés à responsabilité limitée).
Redeemed shares in private limited liability companies
The Bill of Law clarifies that redeemed shares held in treasury will henceforth not be taken into account for the quorum and majority requirements at shareholders’ meetings.
Liquidation of a private limited liability company
The Bill of Law confirms that the liquidation of a private limited liability company (société à responsabilité limitée) will solely require the majority of shareholders representing three quarters of the company’s share capital where the current wording kept the former applicable double majority rule (i.e. more than half of the shareholders representing three quarters of the share capital) which was otherwise abolished by the 2016 revamping of the Companies Law.
- Transfer of shares to non-shareholders
The Bill of Law confirms that the consent to transfer shares of a private limited liability company to a non-shareholder is granted by shareholders representing three quarters of the share capital of the company rather than by the company itself.
The Bill of Law also confirms that if a private limited liability company (société à responsabilité limitée) has a sole shareholder, the application of the prior consent process can be disregarded.
- Transfer of the registered office
The Bill of Law clarifies that, unless otherwise stated under the articles of association, the managers of a fully owned private limited liability company (société à responsabilité limitée) are also entitled to transfer the registered office of the company within the same municipality or to another one and to amend the articles of association accordingly, correcting the prior wording that refers to private limited liability company having several shareholders.
For more information, please contact Nicolas Marchand or Cédric Bless.
The Ministry of Justice lodged Bill no. 8007 on 17 May 2022 (the Bill of Law), to fix (i) clerical mistakes, (ii) update references and (iii) clarify inconsistencies resulting from the application of the rules resulting from the 2016 major reform of the law of 10 August 1915 on commercial companies (the Companies Law). Bill no. 8007 has since been commented on by the Luxembourg Chamber of Commerce, the State Council and the Trade Chamber.
Most of the changes proposed in the Bill of Law are minor technical or clerical points which do not require to be detailed further. However, some of the proposed changes are more material. We have identified some of those:
- Quorum and majority rules
Shares deprived of voting rights
The Bill of Law specifies that shares deprived of voting rights are not to be taken into account, neither for the calculation of the quorum nor for the majority rules at shareholders’ meetings.
This clarification applies both to public limited liability companies (sociétés anonymes) and private limited liability companies (sociétés à responsabilité limitée).
Redeemed shares in private limited liability companies
The Bill of Law clarifies that redeemed shares held in treasury will henceforth not be taken into account for the quorum and majority requirements at shareholders’ meetings.
Liquidation of a private limited liability company
The Bill of Law confirms that the liquidation of a private limited liability company (société à responsabilité limitée) will solely require the majority of shareholders representing three quarters of the company’s share capital where the current wording kept the former applicable double majority rule (i.e. more than half of the shareholders representing three quarters of the share capital) which was otherwise abolished by the 2016 revamping of the Companies Law.
- Transfer of shares to non-shareholders
The Bill of Law confirms that the consent to transfer shares of a private limited liability company to a non-shareholder is granted by shareholders representing three quarters of the share capital of the company rather than by the company itself.
The Bill of Law also confirms that if a private limited liability company (société à responsabilité limitée) has a sole shareholder, the application of the prior consent process can be disregarded.
- Transfer of the registered office
The Bill of Law clarifies that, unless otherwise stated under the articles of association, the managers of a fully owned private limited liability company (société à responsabilité limitée) are also entitled to transfer the registered office of the company within the same municipality or to another one and to amend the articles of association accordingly, correcting the prior wording that refers to private limited liability company having several shareholders.
For more information, please contact Nicolas Marchand or Cédric Bless.