ARTICLE
20 March 2023

COVID-19 Luxembourg Update: Exceptional Measures Applicable To Companies Ends

MG
Maples Group

Contributor

The Maples Group is a leading service provider offering clients a comprehensive range of legal services on the laws of the British Virgin Islands, the Cayman Islands, Ireland, Jersey and Luxembourg, and is an independent provider of fiduciary, fund services, regulatory and compliance, and entity formation and management services.
In the context of COVID-19 and in order to comply with the applicable travel and social distancing restrictions, the Luxembourg law of 23 September 2020 allowed the holding of general and management bodies...
Luxembourg Coronavirus (COVID-19)

In the context of COVID-19 and in order to comply with the applicable travel and social distancing restrictions, the Luxembourg law of 23 September 2020 allowed the holding of general and management bodies meetings of companies without the need for a physical presence in the Grand Duchy of Luxembourg, notwithstanding any provision to the contrary in the articles of association or where the articles of association did not provide for this possibility.

The period of application of the exceptional measures provided for by the law was extended several times during COVID-19 and finally ended on 31 December 2022 in view of the improvement in the overall health situation.

Since 1 January 2023, and the return of the normally applicable Luxembourg regulations, it is therefore strongly recommended to revert to pre-COVID-19 standards and to hold adequate physical meetings in Luxembourg to not adversely affect companies' substance and trigger any undesirable legal and tax implications.

From a corporate law perspective, although the law of 10 August 1915 concerning commercial companies as amended does not require the physical holding of meetings in Luxembourg and even provides rules for meetings held by electronic means of communication (e.g. videoconferencing),the notion of central administration located in the Grand Duchy of Luxembourg that determines whether Luxembourg laws apply to a company requires that a company be able to establish that it is effectively managed from the Grand Duchy of Luxembourg and not outside of it. As such, consideration should always be given to making important decisions in physical meetings rather than by way of written consent (or in the absence of major decisions or activity over the course of a financial year to hold at least one physical meeting annually to approve the annual accounts).

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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