Extension of Luxembourg provisory measures on virtual meetings and mandatory filing for insolvency

January 13, 2022 | Blog

In the context of the COVID-19 pandemic, the law dated 17 December 2021 extends the measures for the holding of company and other legal person meetings of the amended law of 23 September 2020 until 31 December 2022.

Notwithstanding any provision to the contrary in its articles of association, a company may, irrespective of the number of participants, hold any general meeting without a physical meeting, and may require its shareholders or members and other participants in the meeting to attend the meeting and exercise their rights exclusively by:

  • a vote in writing or in electronic form provided that the full text of the resolutions or decisions to be taken has been provided to the participants of the meeting;
  • a proxy appointed by the respective company; or 
  • video conference or other means of telecommunication which enables the identification of the participants to the meeting.

Shareholders who participate by such means are deemed present for the calculation of the quorum and majority at such meeting. On the contrary, shareholders who do not participate by such means may be restricted from attending and voting at such meeting.

Board of directors/managers, supervisory boards or any other bodies of a company may hold their meetings without a physical meeting by way of:

  • written circular resolutions; or
  • video conference or other means of telecommunication enabling the identification of the members of the body participating in the meeting.

Participants through such aforementioned means are deemed present for the calculation of the quorum and majority at such meeting.

In addition, the law dated 17 December 2021, by amending the law of 19 December 2020, extends the suspension of the deadline applicable to mandatory filings for insolvency under Article 440 of the Commercial Code until 30 June 2022.

The management of an undertaking which meets the criteria set out in article 440 of the Commercial Code (i.e. is unable to pay its debt(s) which are due and payable) is not bound by a one-month period and will have until 30 June 2022 to declare insolvency.

For more information, please contact Nicolas Marchand or Cédric Bless.

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