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Bill of law 5730 modernising the law on commercial companies of 10 August 1915

Luxembourg
02/06/2015
Available languages: FR
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On 2 April 2015, the Legal Committee of the Chamber of Deputies adopted the proposed amendments to bill of law 5730 modernising the law on commercial companies of 10 August 1915, and in addition amending the Civil Code and the law of 19 December 2002 on the trade and companies’ register, as well as the accountancy and annual accounts of companies (the Bill of Law).

Main points of interest:

I. Companies
  • Creation of "tracking shares";
  • Amendment of art.1855 al.3 Cciv. with regard to abusive clauses;
  • Creation of a new simplified form of company, the S.A.S. (société par actions simplifiée, i.e. simplified public limited company);
II. Day-to-day management

All companies

  • Legal action for minority shareholders;
  • Possibility to carry out public issues of debt securities.

The S.à r.l. (i.e. private limited company):

  • Creation of an authorised capital;
  • Possibility to issue beneficiary units and redeemable shares;
  • Delegation of daily management;
  • Simplification of majority thresholds at general meetings;
  • Possibility for a S.à r.l. to pay interim dividends; and
  • Maximum number of shareholders increased to 100
III. Liquidation, Dissolution and Winding Up
  • New regime with respect to changes of corporate form;
  • Adjunction of art. 1865bis Cciv. with respect to dissolution without winding-up/liquidation.


The legislative process relating to the Bill of Law is still ongoing.


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