Luxembourg's reform bill includes changes to shareholder
meetings, facilitating the obligatory process.
Luxembourg's reform bill, which has been in place since July
2016 and modernises the 1915 Companies Act, refers to changes in
shareholder meetings, facilitating the obligatory process.
A change of the articles of a
S.à r.l. no longer requires double majority of share capital
and number of shareholders, only (qualified) majority of share
capital (art. 199)
Approval of the transfer of shares is
also no longer subject to approval of the majority of shareholders,
just to 75% of share capital; the procedure in case of refusal of
approval has been updated (art. 189)
Voting right may be suspended by the
Board in case of breach of articles or subscription agreement (art.
67(8) for S.A., art. 195 for S.à r.l.)
Shareholder meetings are mandatory
for S.à r.l. with more than 60 shareholders instead of 25
Date of the annual general meeting
needs not be mentioned in the articles
If the company has only registered
shares, convening notices may be sent by any means of communication
instead of registered mail; this includes convening by e-mail (art.
70bis), although this might be difficult to prove if the
observation of convening procedure is contested
Convening notices for companies with
(partly) bearer shares need to be published only once 15 days ahead
of the meeting in the usual form instead of twice with 8 day
Procedure for annulation of
shareholder resolutions fixed in new art. 12septies
*All references to articles mentioned above are references to
the law of 10 August 1915 unless expressly mentioned.
Removing the need to obtain a majority of shareholders next to a
majority of the share capital reduces the risk of minority
shareholders blocking decisions. The new rules on convening
shareholders meeting will allow a more flexible preparation in line
with the fast pace of today's business world.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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