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07 December 2015

Luxembourg company law set for new innovation

Luxembourg company law changes

Luxembourg has long been at the forefront of legal, tax and fiscal innovation with Luxembourg companies benefiting from the climate created by 1915’s Luxembourg law on commercial companies.

So, what better year than 2015, the centenary of that landmark law, for Luxembourg to further demonstrate its commitment to innovation by introducing new provisions to that original law. The changes will make the Grand Duchy an even more attractive jurisdiction and provide greater clarity in areas where there has previously been some uncertainty.

 

Some of the key amendments relating to private limited liability companies include the following:

  • An increase in the maximum number of shareholders for a private limited liability company from 40 to 100

  • Removal in certain cases of need for majority shareholder approval to transfer shares to non-shareholders

  • Delegation of company management to board members or third parties

  • Less stringent need for AGMs

  • Relaxation of need to state a company’s share capital

 

Some of the key changes for simplified private limited liability companies include the following:

  • Abolition of requirement for notarial deed

  • Each year one-twentieth of net profits must be allocated to non-distributable reserve (unless reserve and paid in statutory capital has already met the set amount of €12,000.00

In addition there will be a number of other favorable changes for public limited liability companies (Société Anonyme) and limited partnerships by shares (Société en Commandite par Actions).

 

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