When the state of emergency officially ended on 24 June 2020, the Grand-Ducal Regulation of 20 March 2020, as amended, which authorized by a series of temporary measures companies and other legal persons to adopt resolutions without holding physical meetings, ceased to be in effect. (See our Webinar)
Those measures were replaced by the Law of 20 June 2020 on measures for the holding of company meetings. (Link to the law)
Also in the context of the state of emergency, the Law of 22 May 2020 introduced certain temporary derogations to the provisions on the deadlines for the filing and publication of annual and consolidated accounts as well as the associated reports. (See our article of 3 June)
The Law of 20 June 2020 was published in the legislative journal (Journal Officiel) on 25 June 2020, and entered into force the same day. The law applies during the same period as the Law of 22 May 2020 on the extension of deadlines for the filing and publication of annual and consolidated accounts as well as the associated reports.
The law embodies the provisions of the bill as proposed by the Justice Commission in its 17 June 2020 report, taking into account the opinion and comments of the Council of State and related chambers, which brought greater precision to the new law’s provisions.
Measure put in place by the Law of 20 June 2020:
- Shareholder general meetings
Companies are entitled to require, notwithstanding any contrary provision in its articles, and without regard to the number of participants provided for therein, that all general meetings be held without a physical meeting. Companies may require that their shareholders and other participants participate in the meeting and exercise their voting rights in one of the following ways:
– remote voting in writing or electronically in such a manner as to allow them to be identified, providing the the etntire text of the proposed resolutions or decisions has been published or transmitted to them; and/or
– video conference or by other means of telecommunication allowing them to be identified.
Shareholders, members or other participants may also participate in the meeting and exercise their voting rights through the intermediary of a proxy appointed by the company.
The members participating by such means are deemed present for purposes of the calculation of a quorum and of the majority for the meeting.
- Meetings of other company bodies
Notwithstanding any contrary provision in the company’s articles, and without it being necessary for the articles to provide for such a possibility, other company bodies may hold their meetings without a physical meeting by:
– written circular resolutions, and/or
– video conference or other means of telecommunication allowing the members participating in the meeting to be identified.
The members participating by such means are deemed present for purposes of the determination of a quorum and of the majority for the meeting.
- Convening general shareholder meetings
Any company which has convened its general meeting according to the applicable modalities prior to the entry into force of the Grand-Ducal Regulation of 20 March 2020, and which decides to re-convene the meeting using the modalities provided under the new law, must publish its decision, as applicable, and thereof inform the shareholders, partners and/or other participants in the manner in which it initially convened the meeting, or by publication thereof on its website, three working days prior to the meeting at the latest.
- Meeting dates
The new law applies to meetings held during the period mentioned in Article 3 of the Law of 22 May 2020 on the extension of certain deadlines for the filing and publication of annual and consolidated accounts as well as the associated reports.
In pratice, this means that companies may hold their meetings pursuant to the new law for a period ending nine months after the end of the financial year.
If you would like to know more about the new law and its provisions taken in the COVID-19 context, we invite you to visit our page dedicated to COVID-19 on our website, or to consult the direct links to the various laws and regulations, as well as our articles and the Webinar cited in this article:
- Grand-Ducal Regulation of 20 March 2020 introducing measures on the holding of meetings by companies and other legal persons (Règlement Grand-Ducal du 20 mars 2020 portant introduction des mesures concernant la tenue des réunions dans les sociétés et dans les autres personnes morales). Link
- Law of 22 May 2020 extending deadlines for filing and publication of annual and consolidated accounts as well as the associated reports during the state of emergency (Loi du 22 mai 2020, portant prorogation des délais d’approbation, de dépôt et de publication des comptes annuels, des comptes consolidés et des rapports y afférents durant l’état de crise). Link
- Law of 20 June 2020 extending the measures on the holding of meetings by companies and other legal persons (Loi du 20 juin 2020 portant prorogation des mesures concernant la tenue des réunions dans les sociétés et dans les autres personnes morales). Link
- Webinar of 23 April 2020 « Droit des sociétés et COVID-19 : Tenue des réunions, approbation et dépôt des comptes » by Renaud Le Squeren. Link
- Article of 3 June 2020 « COVID-19: Deadline extension for approval and filing/publication of annual/consolidated accounts » by Jean-Philippe François. Link
By Kelly QUESADA VEGA, Jurist.