Luxembourg: Corporate/Commercial Law

The Omnibus Directive introduces comprehensive amendments to six fundamental EU tax directives, reshaping cross-border taxation frameworks across the European Union.

Luther's M&A team provides comprehensive advisory services on complex cross-border transactions, integrating corporate, financing, and regulatory expertise to structure and execute deals within fully integrated frameworks. The firm's publications cover diverse legal topics including consumer protection, competition law, employment law, and estate planning, demonstrating their multidisciplinary approach to legal practice.

Join CMS experts as they explore the structuring, implementation and redemption of alphabet shares and tracking shares in Luxembourg, examining key features, legal considerations, redemption processes and recent tax developments relating to these widely used equity instruments.

The EU's digital regulatory framework—spanning the AI Act, GDPR reforms, the Data Act, NIS2, and the Cyber Resilience Act—extends far beyond European borders...

Luxembourg's fund industry has long relied on external portfolio managers and investment advisors, but recent regulatory scrutiny raises fundamental questions about how investment decision-making is organized and where authority truly resides. The distinction between delegation and advisory models is not merely formal—it reflects a deeper tension between commercial reality and regulatory expectations, with direct consequences for sponsors seeking to maintain control while meeting substance requirement

The Anti-Money Laundering Regulation introduces sweeping changes to EU financial compliance, establishing a EUR 10,000 cap on cash transactions, prohibiting anonymous financial instruments, and mandating the conversion of bearer shares. These measures fundamentally reshape how businesses handle large payments and corporate ownership structures, with strict deadlines and automatic penalties for non-compliance.

On 17 April 2013, the EU published Regulation (EU) No 345/2013 on European venture capital funds to facilitate the financing and marketing of VC funds within the EU, aiming to streamline the financing of the internal market.

Luxembourg has enhanced its existing limited partnership regime, adding the special limited partnership to its range of investment vehicles designed for the alternative investment industry...

On 19 December 2025, the CSSF published the Circular CSSF 25/901 (the "Circular"), which relates to the assets, investment limits, risk capital, techniques, borrowing, and transparency requirements in relation to SIFs, SICARs and Part II UCIs.

The Omnibus Directive introduces comprehensive amendments to six fundamental EU tax directives, reshaping cross-border taxation frameworks across the European Union.

The Anti-Money Laundering Regulation introduces sweeping changes to EU financial compliance, establishing a EUR 10,000 cap on cash transactions, prohibiting anonymous financial instruments, and mandating the conversion of bearer shares. These measures fundamentally reshape how businesses handle large payments and corporate ownership structures, with strict deadlines and automatic penalties for non-compliance.

The Luxembourg Administrative Tribunal has ruled that repayments of share premium to shareholders, without a formal share capital reduction, do not qualify for tax exemption and may be subject to 15% dividend withholding tax. This decision challenges common corporate finance practices and raises important questions about the tax treatment of distributions from equity reserves in Luxembourg.