Luxembourg legislators have again wished to extend the ability to hold virtual meetings, this time through 31 December 2021, by amending the Law of 23 September 2020, which initially extended that option through the end of 2020, then through 30 June 2021.
It is thus permitted, for companies and other legal persons, to hold general shareholder and other corporate body meetings virtually, regardless of any provision to the contrary in the articles or if the articles do not so provide.
For easier reading, a consolidated version of the Law of 23 September 2020 (the “Law of 23 September 2020“, as amended) is available at the following link: http://legilux.public.lu/eli/etat/leg/loi/2020/09/23/a785/consolide/20210630.
As a reminder, the scope of the Law of 23 September 2020, naturally covers companies, and pursuant to Article 2, ASBL/Foundations, agricultural associations, mutuals/co-operatives, Economic Interest Groupings (EIG), European Economic Interest Groupings (EEIG), the Housing Fund (Fonds du Logement), housing co-ownership associations (syndicats de copropriété), the Independent Auditor Institute (institut des réviseurs d’entreprises), chartered accountant association (Ordre d’Experts-Comptables), as well as social security institutions, architect and consulting engineer associations, mutual insurance associations, the Luxembourg and Diekirch Bar Associations and the chambers of notaries and bailiffs.
To learn more about the provisions and practical modalities for holding virtual meetings, we invite you to consult our article on the Law of 20 June 2020 here, repealed by the Law of 23 September 2020, as amended (the provisions and modalities for holding such virtual meeting are included in the Law of 23 September 2020, as amended).
For complete information, the Law of 23 September 2020, as amended, has also be extended through 31 December 2021 the adjustments made to certain procedural modalities covered in Articles 5 through 7 of the Law of 19 December 2020, as amended (birth declarations, bankruptcy declarations and contractual mortgages).
Our practical advice:
Don’t forget to mention in your minutes/written resolutions the provisions of the Law of 23 September 2020, as amended, if you wish to take advantage of the option to hold virtual meetings until the end of 2021.
For more information and/or advice on company law, mergers and acquisitions and commercial law issues, don’t hesitate to contact our Corporate/M&A team at: https://www.dsm.legal/en/corporate-mergers-and-acquisitions/