Luxembourg adopted a Grand-Ducal Regulation on March 20th, 2020 introducing emergency measures relating to the holding of meetings in companies and other legal entities. The relevant provisions, which are effective immediately, pertain to general meetings of shareholders and to other deliberating bodies of companies.
Alternatives to physical general meetings
Notwithstanding any provisions to the contrary in a company’s articles of association, a company may, regardless of the number of participants, convene a general meeting without being physically present, and require its shareholders or partners and other participants at the meeting to participate and to exercise their rights exclusively:
- by voting in writing from a remote location or in electronic form provided that the full text of the resolution(s) or decision(s) to be taken have been published or communicated to them;
- through an agent appointed by the company; or
- by video conference or other means of telecommunication allowing their identification.
In the event a shareholder or partner of a listed entity has appointed an agent to represent it at a general meeting other than as stated under item 2 above, such agent may only participate at such meeting in the manner provided for above.
Shareholders or partners who participate by such means will be deemed to be present for the computation of the quorum and the majority requirements at such meeting.
The above provisions apply mutatis mutandis to meetings of bondholders.
Additional flexibility for meetings of other corporate bodies
Notwithstanding any provision to the contrary in its articles of association, the other corporate bodies of any company, such as the board of directors of a public limited liability company or the board of managers of a private limited liability company may hold meetings, without being physically present:
- by written circular resolutions; or
- by video conference or other means of telecommunication allowing the identification of the members of the corporate body participating in the meeting.
The members of these corporate bodies who participate by such means are deemed to be present for the computation of the quorum and the majority requirements at such meeting.
Additional flexibility in connection with the approval and filing of annual accounts
Notwithstanding any provision to the contrary in its articles of association, any company is authorized to convene its annual general meeting for the later of the following dates: (i) a date within a period of six months after the end of its financial year, or (ii) a date within a period ending June 30th, 2020.
The company is empowered to take such decision for any meeting convened for June 30th, 2020 at the latest. Any company having already convened a meeting and taking such decision, must proceed to the publication of such decision and, where applicable, notify its shareholders or partners or other participants in the same manner such shareholders or partners or other participants have been convened to this meeting or by publication on its website at the latest on the third business day prior to the meeting.
This measure is to be read in conjunction with the additional administrative period of four months that is granted to companies to file their financial data with the Luxembourg Register of Commerce and Companies at the standard rate of EUR 19 excl. VAT (excluding registration fees and the CNC administrative tax). Increased costs and penalties for late filing of financial data are exceptionally suspended until November 30th, 2020, provided that the filing request is made with a delay of up to four months maximum. For example, the filing of annual accounts for a company whose financial year ended on December 31st, 2019, will be subject, until November 30th, 2020, to an administrative fee of EUR 19 excl. VAT as opposed to a fee of up to EUR 200. A EUR 500 fee would still apply for late filing after four months.