As per our previous article dated 2014 in relation to the law dated July 28th 2014 on the immobilisation of shares and corporate units in bearer form and the keeping of the register of shareholders of registered shares and of bearer shares (the Law), this shall be a concise reminder about main provisions contained in the Law and the impact of the transitory provisions therein.
Instead of abolishing bearer shares as already done or planed to be done by some neighboring countries, the Luxembourg lawmaker, after leading an in-depth reflection of many years on the subject and as a result of the introduction of the dematerialised securities regime in 2013, has chosen to retain the possibility, for Luxembourg commercial companies, to issue bearer shares provided to their immobilisation and has thus begun to reform the legal system attached to the bearer shares.
On 10 July 2014, the Court of Appeals confirmed the conditions set forth mainly by the French courts regarding the mechanism of capital restructuring consisting of the reduction of share capital below the legal minimum by absorption of losses followed by an increase of capital to get the share capital above the legal minimum.
As from 1 November 2014, all filings with the Trade and Companies Register (registre du commerce et des sociétés) ("RCS") must be done electronically through their website (www.rcsl.lu ). After this date, the RCS will no longer accept filings in paper form. A helpdesk comprising RCS employees will be available at the RCS premises in order to help users prepare their electronic filings. It should be noted that this helpdesk will only be accessible by appointment and that filings made through the helpdesk will in turn increase in price.
On 16 July 2014, Luxembourg adopted the law concerning the compulsory deposit and immobilization of shares and units in bearer form (hereafter the "Law"), which aims to adapt Luxembourg law to the requirements of the Financial Action Task Force (on Money Laundering) (the "FATF") and the Global Forum on Transparency and Exchange of Information for Tax Purposes (the "World Forum") in relation to the identification of the holders of bearer shares and bearer units.
By law dated 28 July 2014 (published on 14 August 2014), the Luxembourg legislator substantially modified the rules governing the holding and transfer of bearer shares in Luxembourg (the "Law").
The purpose of the Law is to increase transparency and facilitate the identification of the holders of bearer shares, in line with the FATF Recommendations and the Global Forum on Transparency and Exchange of Information for Tax Purposes.
Am 28. Juli 2014 wurde in Luxemburg das Gesetz über die Immobilisierung von Inhaberaktien und -anteilen und die Führung des Registers der Namensaktien und des Registers der Inhaberaktien erlassen. Mit diesen Rechtsvorschriften erfüllt Luxemburg die Anforderungen der Financial Action Task Force on Money Laundering (FATF) und des Globalen Forums für Transparenz und Informationsaustausch (GFTEI).
he bill of Law 6625 on the immobilisation of bearer shares (the "Bill") has been adopted by the Luxembourg Parliament on 16 July 2014 and entered into force on 18 August 2014.
The aim of the Bill is to align the legal regime on bearer shares with the call for vigilance and recommendations of the Financial Actions Task Force on the appropriate measures that countries have to take in order to prevent money laundering and terrorism financing by facilitating the access to the beneficial ownership and ensuring transparency.
