Shareholder meetings and meetings of management bodies may be held exclusively in digital form
Based on article 32(4) of the Luxembourg Constitution, our Government has on 18 March 2020 declared a state of emergency for a period of three months. This decision will have to be confirmed by Parliament within the next ten days.
Under emergency powers granted by the Constitution, the Government enacted by way of decree a number of temporary measures. Among these are rules allowing all Luxembourg companies, private or listed, to hold their shareholder or partner meetings (including the annual general meeting) without any participant attending in person. The same rule applies to meetings of management bodies such as boards of directors, boards of managers and supervisory boards.
For shareholder meetings, companies may require that shareholders and all other participants participate in the meeting and exercise their rights exclusively:
- by a vote in writing or in electronic format (provided that the full text of the resolutions have been published or otherwise provided to the participants); or
- by appointing a special proxy chosen by the company; or
- by video conference or any other means of telecommunication allowing the identification of participants.
For meetings of boards of directors, boards of managers, supervisory boards or other bodies of a company, the meeting may be held and/or resolutions may be adopted by way of:
- written circular resolutions; or
- video conference or any other means of telecommunications allowing the identification of participants.
Participants through such means will be considered present for the purposes of determining the quorum and majorities.
The above rules apply regardless of any contrary provision in the articles of association of the relevant company and regardless of the number of participants.
Companies are further allowed, irrespective of any contrary provisions in their articles of association, to convene their annual general meeting at the later of the following two dates:
- the date falling six months after the end of its financial year; and
- a date within a period ending 30 June 2020.
The above provisions apply to any meeting convened on or prior to 30 June 2020. Even if a company has already convened its general meeting at the date of the Government decree, it may opt for any of the above measures by publishing it and notifying its shareholders at the latest on the date falling three business days before the convened meeting.
The above measures have been prompted by the Covid 19 crisis in order to allow Luxembourg companies to function normally and hold their meetings without physical presence to prevent the spreading of the virus at such meetings while avoiding any breach of the provisions of their articles of incorporation or of the law.
The Grand Ducal Regulation of 20h March 2020 is available under this link: http://www.legilux.public.lu/eli/etat/leg/rgd/2020/03/20/a171/jo
A translation is available on our website.
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.