On 19 July 2023, the Luxembourg Parliament adopted the bill of law 8007 correcting some omissions, errors and inconsistencies in the Luxembourg law of 10 August 1915 on commercial companies, as amended (the “1915 Law”).
The 1915 Law was subject to substantial amendments introduced through the law of 10 August 2016 (the “2016 Law”) after almost 10 years of legislative procedure. The complex and lengthy legislation process resulted in a welcome modernisation of the Luxembourg corporate law, however, some omissions, erroneous cross-references passed undetected at the time, and certain uncertainties or inconsistencies were revealed in the practical application of the new provisions.
The Luxembourg legislator has now seized the opportunity to address these issues by means of adopting the bill of law 8007, without however making any substantial changes. The bill follows the law of 6 August 2021, which has already implemented the most urgent amendment clarifying the scope of application of the criminal sanctions applicable to non-authorised financial assistance.
Among the changes which are most relevant for the corporate law practice, one should mention, in particular:
- clarification that the shares with suspended voting rights (including where the suspension results from the waiver of the voting rights by the shareholder) shall not be taken into consideration for the calculation of the quorums and majorities at the general meetings of shareholders (article 450-1 (9) / article 710-19 of the 1915 Law); this change is particularly welcome for the private limited liability companies (sociétés à responsabilité limitée) as it allows to effectively use the waiver of the voting rights without risk that the shareholder decision-making process will be blocked due to the lack of quorum/majority;
- the removal of the double majority (the majority of shareholders per capita plus ¾ of the share capital) requirement with regard to the decision to put a private limited liability company (société à responsabilité limitée) into liquidation;
- expressly providing that sole shareholder owned private limited liability companies (sociétés à responsabilité limitée) may allow in the articles of association their managers/board of managers to increase the share capital (authorized share capital) and to amend the articles of association further to the change of the registered office.
