COVID-19 – Luxembourg takes measures to facilitate board and shareholders meetings

March 26, 2020 | News

On 18 March 2020 based on article 32(4) of the Luxembourg Constitution, Luxembourg Government has declared a state of emergency for a period of three months and consequently is entitled to take emergency measures on a temporary basis.

By decree dated 20 March 2020, the government took measures to facilitate board and shareholders meetings (including the annual general meeting). These measures are applicable to private and listed Luxembourg companies.

Shareholders meetings:
Companies may hold any general meeting without a physical meeting, and may require its shareholders or members and other participants in the meeting to attend the meeting and exercise their rights exclusively:

  1. by remote vote in writing or in electronic form provided that the full text of the resolutions or decisions to be taken has been published or communicated to them;
  2. through an intermediary or a proxy appointed by the company; or
  3. by videoconference or other means of telecommunication allowing their identification.

Shareholders or partners who participate by such means are deemed present for the calculation of the quorum and majority at such meeting.

This measure is also applicable to the meeting of bondholders.

Board meetings:
Board meetings (including board of directors, board of managers, supervisory board or other bodies of a company) may be held and/or resolutions may be adopted by way of:

  1. written circular resolutions; or
  2. videoconference or other means of telecommunication enabling the identification of the participants.

Board members who participate by such means are deemed to be present for the calculation of the quorum and the majority.

The above rules for shareholders and board meetings apply notwithstanding anything to the contrary in the articles of association of the relevant company and regardless of the number of participants.

Annual General Shareholders Meeting: 
Notwithstanding any provision to the contrary in the articles of association, any company is authorised to convene its annual general meeting at the later of the following two dates:

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

The above measures apply to any meeting convened on or prior to 30 June 2020.

Any company which has already convened its meeting and which takes such a decision shall publish it and, where appropriate, notify its shareholders or members or other participants in the form in which it had convened the meeting or by publication on its website no later than on the 3rd working day before the meeting.

These measures have been initiated due to Covid-19 crisis to allow Luxembourg companies to hold meetings without physical presence. Such measures avoid the spreading of the virus and allow companies to continue to take corporate decisions without being in breach of their articles of association.

The Grand Ducal Regulation of 20th March 2020 is available under this link.

If you have any questions please do not hesitate to contact one of your regular contacts at AKD or visit the website of AKD's Corona Taskforce

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