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Vennootschapsrecht


Luxembourg Court of Appeal finds that 50% shareholders are entitled to initiate a minority action against directors

Luxembourg Court of Appeal finds that 50% shareholders are entitled to initiate a minority action against directors
07/12/2021

In a judgment dated 27 October 2021, the Seventh Chamber of the Luxembourg Court of Appeal declared admissible a minority action based on article 444-2 of the modified law of 10 August 1915 on commercial companies (the "Companies Act 1915") by a 50% shareholder in a public limited company (société anonyme).

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Distributions of dividends (ordinary and interim), share premium and account 115 in Luxembourg

Distributions of dividends (ordinary and interim), share premium and account 115 in Luxembourg
12/11/2021

A dividend is a portion of the profits made by a company and paid to its shareholders out of distributable amounts as defined by Luxembourg law.The right to receive a dividend is conditional on the existence of distributable profits and a decision of the competent body of the company.

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Luxembourg Business Register: Upcoming requirements for individuals - get ready!

Luxembourg Business Register: Upcoming requirements for individuals - get ready!
04/11/2021

According to a notice issued by the Luxembourg Business Register (LBR), with effect as of the end of March 2022 (exact date to be confirmed), individuals and entities registered with the Luxembourg Register of Trade and Companies 

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SPACs: what should be included in a Luxembourg prospectus?

SPACs: what should be included in a Luxembourg prospectus?
19/10/2021

Although special purpose acquisition companies (SPACs) are not a new phenomenon, SPAC activity in the European Union has increased significantly since the beginning of this year. 

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Contribution in kind to an SARL directly at incorporation

Contribution in kind to an SARL directly at incorporation
24/09/2021

Contributions in kind to the share capital of private limited liability companies (sociétés à responsabilité limitée) (SARL) need to be valued. Contributions in kind can take place at incorporation or during the lifetime of the company when there is a share capital increase.

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Financial assistance rules not applicable to private limited liability companies (société à responsabilité limitée)

Financial assistance rules not applicable to private limited liability companies (société à responsabilité limitée)
10/09/2021

The draft law 7791 aiming at clarifying whether the rules regarding financial assistance contained in the Luxembourg law on commercial companies of 10 August 1915, as amended (LSC) shall apply to private limited liability companies (SARL), 

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Clarification of the financial assistance rules applicable to Luxembourg sociétés à responsabilité limitée

Clarification of the financial assistance rules applicable to Luxembourg sociétés à responsabilité limitée
12/08/2021

On 14 July 2021, the Luxembourg Parliament adopted a long-awaited amendment to the law of 10 August 1915 on commercial companies, as amended (the “LSC”) aiming at clarifying that the financial assistance rules applicable to Luxembourg sociétés anonymes (“SA”)

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Extension of the right for companies to hold meetings without physical attendance until 31 December

Extension of the right for companies to hold meetings without physical attendance until 31 December
05/07/2021

A new law has been adopted and published on 30 June 2021 to extend, with immediate effect, until 31 December 2021 the measures contained in the amended law of 23 September 2020

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Extension of the possibility to organise virtual shareholder and board meetings and suspension of the one-month deadline to declare bankruptcy until 31 December 2021

Extension of the possibility to organise virtual shareholder and board meetings and suspension of the one-month deadline to declare bankruptcy until 31 December 2021
02/07/2021

The Act of 30 June 2021 has extended the possibility for Luxembourg-based companies to hold virtual board and shareholder meetings until 31 December 2021. 

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Auditing obligations eased for micro and mid-sized social or societal impact companies

Auditing obligations eased for micro and mid-sized social or societal impact companies
01/07/2021

Micro and mid-sized companies having a social or societal impact (société d’impact societal) – referred to here as “SIS” – with turnover or net assets below EUR 1,000,000 are no longer required to appoint an independent auditor.

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