As of 19 December 2017, any reference to the law of 10 August 1915 on commercial companies (the “Company Law”) is to be understood as the re-arranged version of this law following the entry into force of the Grand-Ducal regulation dated 5 December 2017, which coordinates the Company Law (the “Grand-Ducal Regulation”).1
Indeed, titles, chapters, sections and articles of the Company Law were entirely re-ordered and re-numbered for purportedly better readability.
This reordering, which represents a step forward on the path to codifying the matter, was actually announced in the law of 10 August 2016 whereby the Grand-Duke was invited by the legislator to proceed with the coordination of the Company Law (without being authorised to further amend it). This being merely a change in the structure and numbering of the Company Law, no substantial changes to the provisions themselves were made. 2
As a result, articles of association of Luxembourg companies dated before 19 December 2017 are not required to be updated and any articles of the Company Law mentioned therein under their former number shall simply be read as if they were referred to under the new numbering.
In this regard, and upon the recommendation of the Conseil d’Etat, the Grand-Ducal Regulation provides a table that shows the correlation between the old and new numbering of the articles of the Company Law in order to ease referencing.
The Grand-Ducal Regulation, which includes the coordinated version of the Company Law and the correlation table mentioned above (available in French language only), may be found at the following link: http://legilux.public.lu/eli/etat/leg/rgd/2017/12/05/a1066/jo.
1. As published in the Luxembourg Official Gazette on 15 December 2017.
2. However, the Grand-Ducal Regulation took the opportunity presented by this coordination to update certain references of European law texts and to correct minor typos for the purposes of consistency.