📌 || C O V I D – 1 9: After declaring the state of crisis: the Grand Duchy of Luxembourg introduces special measures regarding Luxembourg companies ||

Following the state of crisis declared on 18 March 2020 (and amended on 20 March 2020) by the government for a period of three months, a Grand-Ducal Regulation of 20 March 2020 (the « Regulation ») introduced the possibility for Luxembourg corporate entities to hold meetings without physical attendance.

These measures were taken as part of the corporate governance of Luxembourg companies to ensure the continuity of their operation.

According to the Regulation, notwithstanding any contrary provision in its articles, a company may hold any general meeting (this also applies to a meeting of bondholders) without physical attendance, and may require its shareholders or members and other participants to attend the meeting and exercise their rights exclusively:

1/ by remote voting in writing or electronically, provided that the full text of the resolutions or decisions to be taken has been published or communicated to them;

2/ through a proxy holder appointed by the company; or

3/ by video conference or other telecommunication means allowing their identification.

Notwithstanding any contrary provision in its articles, the other corporate bodies of the company may hold their meetings without physical attendance:

1/ by written circular resolutions; or

2/ by video conference or other telecommunication means allowing the identification of the participants.

The participants using these means of attendance shall be  deemed to be present for the calculation of the quorum and majority.

Any company is authorized also to convene its annual general meeting for the later of the following dates: (i) a date within six months after the end of its financial year and (ii) a date within a period ending 30 June 2020. In the event that a company wants to benefit from this provision, but has already convened its meeting, it needs to inform the participants of its decision by publishing this decision, and, if applicable, notify it to the participants in the same form that the one used to convene them previously, or by publication on its website no later than three business days prior to the general meeting.

 

Link of the Grand-Ducal Regulation of 20 March 2020 :

http://www.legilux.lu/eli/etat/leg/rgd/2020/03/20/a171/jo

 

Your Faithfully,

Valerie Kopera & Lucile Lebeaux 

 

 

If you have any request for assistance or information, please do not hesitate to contact our corporate team.

Denis Vandenbulke, Managing Partner: dv@vdblaw.com

Hida Ozveren, Corporate Partner: hoa@vdblaw.com

Valérie Kopéra, Partner: vak@vdblaw.com