EHP Law of 10th August 1915 On Commercial Companies
EHP Law of 10th August 1915 On Commercial Companies
EHP Law of 10th August 1915 On Commercial Companies
commercial companies
Translated by Philippe Hoss
Reflecting all amending laws published on or before 1st
November 2023
F <a
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©Philippe Hoss, Elvinger Hoss Prussen. All rights reserved
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LEGISLATION RELATING TO COMMERCIAL COMPANIES
TRANSLATED BY PHILIPPE HOSS
Extracts of the Law of 19 December 2002 on the register of commerce and companies and
the accounting and annual accounts of undertakings
Law of 24 May 2011 on the exercise of certain rights of shareholders in general meetings of
listed companies
Extracts of the Civil Code and the Criminal Code regarding companies
To facilitate research, references to the laws which amended or introduced new provisions in the
Law of 1915 continue to appear in this document, which is not the case in the coordinated and
reorganised version of the Law of 1915 resulting from the Grand Ducal Regulation of 5 December
2017 as published in the legal gazette. Corrections and adjustments made by the Grand Ducal
Regulation of 5 December 2017 are identified only where they update certain references to
European directives.
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CAVEAT
Resolutions adopting the articles shall be passed in such a manner and shall be
subject to such publications as required for amending the articles of association.
2) Sociétés coopératives incorporated prior to the entry into force of the present
law shall, in the absence of a clause in the articles of association relating to their
duration, benefit from the provision contained in Article 811-5, 1°1, 1°, of the
amended Law of 10 August 1915 on commercial companies.
3) Companies which, at the time of entry into force of the present law, had a
management body named “management committee” , must within the time period
set in 1, comply with the provisions of Articles 441-11, 441-12 and 715-5, paragraph
5 of the amended Law of 10 August 1915 on commercial companies.»
1The references in this paragraph and the following paragraph have been adapted to the new numbering resulting from the
Grand Ducal Regulation of 5 December 2017.
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TABLE OF CONTENTS
ST
TITLE I - GENERAL PROVISIONS................................................................................................................................ 10
CHAPTER IST - ON THE NATURE AND CLASSIFICATION OF SOCIÉTÉS ANONYMES AND SOCIÉTÉS EUROPÉENNES (SE)» .................................... 32
«CHAPTER II - THE INCORPORATION OF SOCIÉTÉS ANONYMES AND SOCIÉTÉS EUROPÉENNES (SE)» ......................................................... 32
CHAPTER III - THE SHARES AND THEIR TRANSFER ........................................................................................................................... 52
«CHAPTER IV - MANAGEMENT AND SUPERVISION OF SOCIÉTÉS ANONYMES AND OF SOCIÉTÉS EUROPÉENNES (SE)» .................................. 67
«Section 1 - The board of directors» .................................................................................................................................. 67
«Section 2 - The management board and the supervisory board» ................................................................................... 74
«Section 3 - Supervision by the commissaires [supervisory auditors]» ............................................................................. 81
«Section 4 - Rules common to the management bodies, the supervisory board and the commissaires
[supervisory auditors]» ...................................................................................................................................................... 84
CHAPTER V - GENERAL MEETINGS.............................................................................................................................................. 86
CHAPTER VI - INVENTORIES, ANNUAL ACCOUNTS AND SPECIFIC INFORMATION TO BE INCLUDED IN DOCUMENTS ........................................ 93
«Section 1 - Inventories and balance sheets» ................................................................................................................... 93
Section 2 - Specific information to be included in documents ........................................................................................... 97
CHAPTER VII - THE ISSUE OF BONDS ........................................................................................................................................... 98
«CHAPTER VIII - THE DURATION AND DISSOLUTION OF SOCIÉTÉS ANONYMES AND OF SOCIÉTÉS EUROPÉENNES (SE)»............................... 106
«CHAPTER IX - TRANSFER OF THE REGISTERED OFFICE OF A SOCIÉTÉ EUROPÉENNE (SE)» .................................................................... 108
Section 1 - Procedure for the transfer of the registered office from the Grand Duchy of Luxembourg to
another Member State.» ................................................................................................................................................. 108
«Section 2 - The effectiveness of the transfer of the registered office» .......................................................................... 111
«TITLE V - SOCIÉTÉS PAR ACTIONS SIMPLIFIÉES» ..................................................................................................... 112
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Section 1 - General provisions. ........................................................................................................................................ 143
Section 2 - Incorporation. ................................................................................................................................................ 143
Section 3 - Corporate bodies. .......................................................................................................................................... 145
Section 4 - Transfer of the registered office. ................................................................................................................... 150
Section 5 - Annual accounts and consolidated accounts, and audit thereof. Specific provisions applicable to
the two-tier system. ........................................................................................................................................................ 151
Section 6 - Winding up, liquidation, insolvency and cessation of payments. .................................................................. 152
Section 7 - Conversion of a société coopérative européenne (SEC) into a société coopérative ....................................... 152
Section 8 - Criminal law provisions. ................................................................................................................................. 153
Section 9 - Final provisions. ............................................................................................................................................. 153
«TITLE IX - SOCIÉTÉS COMMERCIALES MOMENTANÉES AND SOCIÉTÉS COMMERCIALES EN PARTICIPATION» ........ 153
«TITLE XII - COURT-ORDERED DISSOLUTION AND CLOSE-DOWN OF COMMERCIAL COMPANIES» ........................... 201
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«CHAPTER VII - THE PUBLICATION OF CONSOLIDATED ACCOUNTS» ................................................................................................ 248
«CHAPTER VIII - CONSOLIDATED ACCOUNTS PREPARED IN ACCORDANCE WITH INTERNATIONAL ACCOUNTING STANDARDS» ..................... 249
«CHAPTER IX - MISCELLANEOUS PROVISIONS» .......................................................................................................................... 250
ANNEX I ................................................................................................................................................................... 251
CHAPTERS I, IBIS, II, IIBIS, IITER, IIQUATER AND IV OF TITLE II OF THE LAW OF 19 DECEMBER 2002 ON THE REGISTER OF
COMMERCE AND COMPANIES AND THE ACCOUNTING AND ANNUAL ACCOUNTS OF UNDERTAKINGS, ....................................................... 251
CHAPTER I. - ON THE OBLIGATION TO KEEP ACCOUNTING BOOKS AND DRAW UP AND DEPOSIT ANNUAL ACCOUNTS .................................. 251
«CHAPTER IBIS. – DEFINITIONS ............................................................................................................................................... 254
«CHAPTER II. – ON THE PREPARATION OF ANNUAL ACCOUNTS» , .................................................................................................. 255
Section 1. - General provisions ........................................................................................................................................ 255
Section 2. - General provisions concerning the balance sheet and the profit and loss account ...................................... 257
Section 3. - Layout of the balance sheet .......................................................................................................................... 259
Section 4. - Special provisions relating to certain balance sheet items ........................................................................... 260
Section 5. - Layout of the profit and loss account ........................................................................................................... 262
Section 6. - Special provisions relating to certain items in the profit and loss account ................................................... 263
Section 7. - Valuation rules .............................................................................................................................................. 264
«Section 7bis. - Rules applicable to fair value measurement» ........................................................................................ 271
Section 8. - Contents of the notes to the accounts .......................................................................................................... 274
Section 9. - Contents of the management report ............................................................................................................ 280
Section 10. – Auditing...................................................................................................................................................... 286
«Section 10bis - Duty and liability for drawing up and publishing the annual accounts and the management
report»............................................................................................................................................................................. 293
Section 11. - Special conditions applicable to parent companies and subsidiaries ......................................................... 294
«CHAPTER IIBIS – ON THE PREPARATION OF ANNUAL ACCOUNTS IN ACCORDANCE WITH INTERNATIONAL ACCOUNTING
STANDARDS» ....................................................................................................................................................................... 297
LAW OF 24 MAY 2011 ON THE EXERCISE OF CERTAIN RIGHTS OF SHAREHOLDERS IN GENERAL MEETINGS OF LISTED COMPANIES
AND IMPLEMENTING DIRECTIVE 2007/36/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 11 JULY 2007 ON THE
EXERCISE OF CERTAIN RIGHTS OF SHAREHOLDERS IN LISTED COMPANIES ........................................................................................... 334
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«CHAPTER 1BIS – IDENTIFICATION OF SHAREHOLDERS, TRANSMISSION OF INFORMATION AND FACILITATION OF EXERCISE OF
SHAREHOLDERS RIGHTS» ........................................................................................................................................................ 338
«CHAPTER 1TER – TRANSPARENCY OF INSTITUTIONAL INVESTORS, ASSET MANAGERS AND PROXY ADVISORS. » ....................................... 340
«CHAPTER 2 – GENERAL MEETING OF SHAREHOLDERS» ............................................................................................................... 344
«CHAPTER 3 – PENALTIES» .................................................................................................................................................... 356
«CHAPTER 4 – ABBREVIATED TITLE» ........................................................................................................................................ 356
ANNEX III ................................................................................................................................................................. 357
LUXEMBOURG LAW OF 13 JANUARY 2019 CREATING A REGISTER OF BENEFICIAL OWNERS ................................................................. 357
CHAPTER 1 – DEFINITIONS ..................................................................................................................................................... 357
CHAPTER 2 – CREATION OF THE REGISTER OF BENEFICIAL OWNERS................................................................................................. 361
CHAPTER 3 – REGISTRATION AND PRESERVATION OF THE INFORMATION ON BENEFICIAL OWNERS IN THE REGISTER OF BENEFICIAL
OWNERS ............................................................................................................................................................................. 361
CHAPTER 1. ARRANGEMENTS REGARDING REGISTRATION IN THE REGISTER OF BENEFICIAL OWNERS ...................................................... 370
CHAPTER II. ACCESS TO INFORMATION ..................................................................................................................................... 371
CHAPTER III. ARRANGEMENTS REGARDING PAYMENT .................................................................................................................. 372
CHAPTER IV. TRANSITIONAL AND FINAL PROVISIONS.................................................................................................................... 373
ANNEX IV ................................................................................................................................................................. 375
LIST OF LAWS AND REGULATIONS AMENDING THE LAW OF 1915 ................................................................................................... 386
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ANNEX VII ................................................................................................................................................................ 399
LIST OF ARTICLES OF THE LAW OF 1915 WHICH HAVE BEEN AMENDED BY SUBSEQUENT LEGISLATION .................................................... 399
ANNEX VIII ............................................................................................................................................................... 426
CORRELATION TABLE BETWEEN THE PREVIOUS NUMBERING OF THE AMENDED LAW OF 10 AUGUST 1915 ON COMMERCIAL
COMPANIES AND THE NEW NUMBERING INTRODUCED BY THE GRAND DUCAL REGULATION OF 5 DECEMBER 2017.................................. 426
CORRELATION TABLE BETWEEN THE NEW AND THE PREVIOUS NUMBERING OF THE COORDINATED VERSION OF THE AMENDED LAW
OF 10 AUGUST 1915 ON COMMERCIAL COMPANIES AS A RESULT OF THE GRAND DUCAL REGULATION OF 5 DECEMBER 2017 .................. 446
SUMMARY PUBLISHED IN ANNEX 2 OF THE GRAND DUCAL REGULATION OF 5 DECEMBER 2017 .......................................................... 472
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Title Ist - General provisions
Art. 100-1.
Commercial companies are those companies the object of which is to conduct commercial
activities.
They shall be governed by the agreements between the parties, the laws and specific
practices relating to commerce and civil law.
(Law of 10 August 2016) «They shall be divided into commercial companies in the strict sense
and sociétés commerciales momentanées (temporary commercial companies) and sociétés
commerciales en participation (commercial companies by participation).»
Art. 100-2.
(Law of 12 July 2013)
[EC Regulation 2157/2001, Art. 16.1]
«The law recognises as commercial companies with legal personality:
1° the société en nom collectif (general corporate partnership/unlimited
company);
2° the société en commandite simple (common limited partnership);
3° the société anonyme (Law of 10 (public company limited by shares and
August 2016) «and the société par simplified joint stock company);
actions simplifiée»
4° the société en commandite par (corporate partnership limited by shares);
actions
5° the société à responsabilité limitée (private limited liability company and simplified
(Law of 23 July 2016) «and the private limited liability company);
société à responsabilité simplifiée
6° the société coopérative (co-operative society);
7° the société européenne (SE) (European company).
Each of them shall constitute a legal person separate from its members. The société
européenne (SE) shall acquire legal personality on the date on which it is registered in the
register of commerce and companies.
The domicile of a commercial company is located at the seat of its central administration2
(head office). Until evidence to the contrary shall have been finally brought, the central
administration of a company is deemed to coincide with the place where its registered office
is located.
2 The English version of EC Regulation 2157/2001 uses the term «head office». As the term «central
administration» is used in a number of translations of laws of the financial sector and by the financial industry
that term will also be used herein.
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In addition, there are temporary commercial companies (sociétés commerciales
momentanées), commercial companies by participation (sociétés commerciales en
participation) and special limited partnerships (sociétés en commandite spéciale) which shall
not constitute a legal person separate from that of their members.
The acquisition of a participation in any of the companies referred to in this Article shall not
of itself constitute a commercial activity.»
(Law of 7 August 2023)
« For the purposes of this Law, and unless otherwise provided, any reference to a «Member
State» includes the Member States of the European Union and the States party to the
Agreement on the European Economic Area other than the Member States of the European
Union, within the limits defined by that Agreement and the acts relating thereto. »
Art. 100-3.
(Law of 18 September 1933)
«Companies the object of which is civil [i.e. not commercial] and which subject themselves to
the rules of Article 1832 et seq. of the Civil Code, (…)3, shall similarly constitute a legal person
separate from that of their members, and the service of any process on behalf of or upon
such companies shall be valid if made in the name of, or against, the company alone.»
(Law of 10 August 2016)
«Article 710-4 shall apply to them.»
However, companies the object of which is civil may be incorporated in the form of (Law of
10 August 2016) «any of the types of commercial companies listed in Article 100-2, sub-
paragraph 1». However, in such case, those companies and any transactions undertaken by
them shall be commercial and subject to the laws and practices of commerce.
(Law of 23 July 2016)
«Civil companies, regardless of the date of their incorporation and provided that no provision
of their constitutive contract prohibits the same, may also be converted into commercial
companies other than a société à responsabilité limitée simplifiée by resolution of a general
meeting specifically convened for that purpose. Said meeting shall approve the articles of the
company. Its resolution shall be valid only if approved by the vote of holders of corporate
units representing at least three-fifths of the corporate units of the company.»
(Law of 7 August 2023) «An economic interest grouping or a European economic interest
grouping may be transformed into a company with legal personality, with the exception of
the simplified private limited company. Conversely, a company with legal personality may be
transformed into an economic interest grouping or a European economic interest grouping.»
(Law of 10 August 2016) «Finally, any of the companies listed in Article 100-2, sub-paragraph
1, irrespective of the original nature of their object or the date of their incorporation and
provided that no provision of their constitutive contract prohibits the same, may be
converted into a company of one of the other types provided for in that Article or a civil
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company but not into a société européenne (SE) (Law of 23 July 2016) « and a société à
responsabilité limitée simplifiée».»
(Law of 25 August 2006)
[EC Regulation 2157/2001, Art. 2.4, 37.1, 37.2, 66.1 and 66.2]
«A société anonyme governed by Luxembourg law may be converted into a société
européenne (SE) if for at least two years it has had a subsidiary company (Law of 7 August
2023) «governed by the law of another Member State. »4
(Law of 23 July 2016) «The provisions of this law relating to conversion shall also apply to the
conversion of legal entities other than companies into any of the forms of companies with
legal personality under this law (except the société à responsabilité limitée simplifiée), to the
extent provided for by the specific legislation governing such legal entities and in compliance
with the special provisions of such specific legislation.»
A société européenne (SE) with its registered office in the Grand Duchy of Luxembourg, may
be converted into a société anonyme governed by Luxembourg law. No decision on
conversion may be taken before two years have elapsed since its registration and before the
first two sets of annual accounts have been approved5.
The conversion provided for in this Article shall not give rise to liquidation nor to the creation
of a new legal entity.»
(Law of 18 September 1933)
«The rights of third parties are reserved.»
4 The 27 EU Member States, Iceland, Liechtenstein and Norway. Until 31 December 2020, the United Kingdom
continued to be considered as an EU Member State in accordance with the EU-UK Withdrawal Agreement and as
a member of the EEA in accordance with the Separation Agreement between the United Kingdom, Iceland,
Liechtenstein and Norway.
5 The English version of the Regulation uses the word «or» as does the German version, among others. The French
version uses «and» as do the Italian, Portuguese, Spanish and Greek versions, among others.
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standard articles of association made available free of charge by the Chambre des notaires
[the Notaries Society]6. »
(Law of 7 July 2023)
«The capital represented by cash may be paid-up online to an account opened in the name of
the company to be incorporated with a credit institution within the meaning of Article 4(1)(1)
of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June
2013 on prudential requirements for credit institutions and amending Regulation (EU) No
648/2012, as amended, established in a Member State by means of a widely available online
payment service that can be used for cross-border payments, that allows the identification of
the person who has made the payment, and that is provided by a financial institution or
payment service provider established in a Member State. The proof of such payment may
also be provided online. »
6 Article 31-1 of the amended law of 9 December 1976 on the organisation of the profession of notary:
« (1) With the exception of wills and notwithstanding any provision to the contrary, all notarial deeds may be
passed, subject to the notary's agreement, in electronic format in accordance with the provisions of this law.
(2) When drawing up a deed in remote electronic format, the notary may require the use of videoconferencing or
other technological means offering a real-time audiovisual connection.
(3) For the instruments of incorporation of the companies featured in Annex II to Directive (EU) 2017/1132 of the
European Parliament and of the Council of 14 June 2017 on certain aspects of company law, the notary may
refuse to draw up an instrument in remote electronic format only where the company's share capital includes a
contribution in kind or where he has grounds to suspect falsification or impersonation or non-compliance with the
rules relating to the legal capacity of a party or the power of representation of a company by a party to the
instrument.
The notary may in that case require the in-person attendance of that party in order to remove the suspicion. The
requirement of in-person attendance may not be systematic».
7 See definition in the sixth paragraph of Article 100-2.
8 The date of entry into force was 8 October 2004.
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(Law of 10 August 2016)
«Art. 100-6.
The constitutive instruments of sociétés en nom collectif, sociétés en commandite simple and
civil companies must, on pain of nullity, contain the following:
Art. 100-7.
Extracts of the deeds or instruments establishing sociétés en nom collectif, sociétés en
commandite simple (Law of 12 July 2013) «and sociétés en commandite spéciale » shall be
published at the expense of the company.
Art. 100-8.
(Law of 12 July 2013)
«The extract must contain the following particulars, failing which the penalties laid down in
Article 100-11 shall apply:
1° a precise designation of the members who are jointly and severally liable;
2° (...)9 The denomination of the company, its object and the place where its registered
office is located;
3° the designation of the managers, their signatory powers as well as, as regards sociétés
en nom collectif, the nature of, and limits to, their powers;
4° the date on which the company commences and the date on which it ends.»
Art. 100-9.
The extract of company instruments shall be signed: in the case of notarial deeds, by the
notary who retains the complete deed and, in the case of private instruments, by all
members who are jointly and severally liable.
9 The terms «firm name» has been deleted by the Law of 7 August 2023.
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By way of derogation from the first paragraph, in the case of civil companies which are to be
regarded as family companies within the meaning of Article III of the Law of 18 September
1933 providing for sociétés à responsabilité limitée and making certain changes to the legal
and tax regime applicable to commercial and civil companies10, the publication of the
constitutive instruments thereof may be made in the form of an extract to be signed by the
managers, failing whom by all the members, which must contain the following particulars,
failing which the penalties laid down in Article 100-11 apply:
1° a precise designation of the members;
2° the denomination of the company, its object and the place where its registered office is
located;
3° a designation of its managers and the nature of, and limits to, their powers;
4° details of the assets contributed or to be contributed by each of the members, with an
accurate valuation of any contributions in kind;
5° the date when the company commences and the date when it ends. »11
Art. 100-11.12
(Law of 27 May 2016) «Any court action brought by a company whose constitutive
instrument has not been published on the Recueil électronique des sociétés et associations in
accordance with the provisions of Title I, Chapter Vbis of the amended Law of 19 December
2002 on the register of commerce and companies and the accounting and annual accounts of
undertakings, shall be inadmissible.»
10 Art. III of the Law of 18 September 1933, 2 paragraph: Will be considered as a family company, (…) a civil
company, which is not in the form of a commercial company whose partner shares are allocated by the
constitutive document, as to 9/10 at least, either to the spouses alone, or to the father and mother or the survivor
of them and their direct issue or direct relatives by marriage, or, in case of death of the father and the mother, to
the brothers and sisters in co-ownership and to respectively their spouses and their direct issue and direct
relatives by marriage.
11 The former article 9 which followed this Article has been repealed by the Law of 27 May 2016.
12 The first two original sub-paragraphs have been repealed by the Law of 27 May 2016.
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of commerce and companies and the accounting and annual accounts of undertakings13,14»:
1° extracts of any instrument relating to the appointment or termination of the
appointment of:
[EC Regulation 2157/2001, Art. 13]
a) (Law of 10 August 2016) «directors, members of the management committee, the
directeur général (managing executive officer), members of the management and of
the supervisory boards, managers and commissaires [corporate supervisory auditors]
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of sociétés anonymes, sociétés en commandite par actions, sociétés à
responsabilité limitée, sociétés en commandite simple, sociétés en commandite
spéciale and civil companies, as well as chairmen and officers of sociétés par actions
simplifiées;»
b) (Law of 10 August 2016) «the persons appointed for day-to-day management of
sociétés anonymes and sociétés à responsabilité limitée;»
c) liquidators of companies which have legal personality» (Law of 12 July 2013) «and, as
the case may be, of sociétés en commandite spéciale.»
(Law of 10 August 2016) «If the liquidator is a legal entity, the extract shall contain
the designation and any change to the designation of the individual who represents
the legal entity in the exercise of liquidation powers;»
(Law of 28 July 2014)
«d) depositaries of sociétés anonymes and of sociétés en commandite par actions
appointed in application of Article 430-6.»
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(Law of 31 May 1999)
«The extract shall include a precise indication of the first and last names and of the
private or professional address of the persons referred to therein;»
2° extracts of any instrument providing for the manner of liquidation and the powers of the
liquidators if said powers are not exclusively and expressly defined by law or by the
articles of the company;
3° extracts of any court decision which has (Law of 10 August 2016) «become» final or
which is enforceable on a provisional basis which rules that a company is dissolved or
that its constitution is void or that amendments to the articles thereof are void.
Such extracts shall contain:
a) (…)16 the denomination of the company and the registered office thereof;
b) the date of the decision and the court which issued it;
c) (Law of 10 August 2016) «where applicable, the appointment of the liquidator or
liquidators with their exact names and first names as well as their private or
professional address; if the liquidator is a legal entity, the extract shall contain the
designation and any change to the designation of the individual who represents the
legal entity in the exercise of liquidation powers»;
(Law of 10 August 2016)
4° «extracts of any court decision which has become final or which is enforceable on a
provisional basis which invalidates or suspends a decision of the general meeting.
Such extracts shall contain:
a) the denomination of the company and the registered office thereof;
b) the date of the decision and the court which issued it;
5° extracts of court decisions which overturn court decisions enforceable on a provisional
basis as referred to under 3° and 4° above.»
(2) The following shall be the subject of a declaration signed by the persons or corporate
bodies with authority to do so on behalf of the company:
1° the dissolution of the company by reason of expiry of its term or for any other reason;
2° the death of any of the persons mentioned in paragraph 1, point 1° of this Article;
3° in sociétés à responsabilité limitée and civil companies, any changes of membership.
The said declarations shall be filed and published in accordance with (Law of 27 May 2016)
«the provisions of Title I, Chapter Vbis of the above-mentioned Law of 19 December 200217.»
(3) (Law of 27 May 2016) «The following documents shall be filed and published by means of
a reference to the filing thereof in accordance with the provisions of Title I, Chapter Vbis of
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the above-mentioned Law of 19 December 2002 on the register of commerce and companies
and the accounting and annual accounts of undertakings: 18
1° The full text of the articles of incorporation, in an updated version after each
amendment thereof, of sociétés anonymes, sociétés en commandite par actions and
sociétés à responsabilité limitée;
2° the annual accounts, the consolidated accounts as well as any other documents and
information relating thereto and which must be published as required by law.»
(4) (Law of 27 May 2016) «The instruments and information the publication of which is
provided for by the foregoing paragraphs are valid vis-à-vis third parties in accordance with
the conditions laid down in Article 19-3 of the above-mentioned Law of 19 December
200219».»
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(Law of 23 November 1972)
[2017/1132/EU art. 8]
«Art. 100-16.
(Law of 25 August 2006)
[EC Regulation 2157/2001, Art. 39.1]
«Companies shall act through their managers, directors or (Law of 10 August 2016) «,
members of the management board or chairman», as the case may be, the powers of which
shall be determined by law or by the constitutive instrument and by instruments adopted
subsequently in accordance with the constitutive instrument.»
Upon completion of the publication formalities regarding those persons who, as a corporate
body, are empowered to commit a company, no irregularity in their appointment may be
relied upon vis-à-vis third parties, unless the company proves that the said third parties had
knowledge thereof. »
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(Law of 10 August 2016)
«(2) In addition to the cases of breach of Article 100-4, a civil company, a société en nom
collectif or a société en commandite simple may be declared void only in the following cases:
1° if the corporate object is unlawful or contrary to public policy;
2° if the constitutive instrument does not contain any indication as to one or more items
listed in Article 100-6;
3° if the civil company and the société en nom collectif do not include at least two founders
who are validly committed or if the société en commandite simple does not include at
least one unlimited partner and one distinct limited partner who are validly committed.
If the clauses of the constitutive instrument regarding the distribution of profits or the
apportionment of losses are contrary to Article 1855 of the Civil Code, those clauses shall be
deemed not to be written. »
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(Law of 23 November 1972)
[2017/1132/EU art. 12.2 et 12.3]
«Art. 100-20.
The avoidance of a company pursuant to a court order in accordance with Article 100-19
shall entail the liquidation of the company as in the case of a dissolution.
The avoidance shall not of itself affect the validity of the company's commitments or of
commitments entered into in favour of the company, without prejudice to the consequences
deriving from the fact that the company is in liquidation.
The courts may determine the method of liquidation and appoint the liquidators.»
Art. 100-23.
(Law of 12 July 2013)
«Sociétés commerciales momentanées and sociétés commerciales en participation shall not
be subject to the formalities applicable to commercial companies vested with legal
personalities.
Their existence shall be determined by the methods of proof accepted in commercial
matters.
Art. 200-1.
(Law of 10 August 2016) «A société en nom collectif is a company in which all the members
are jointly and severally liable without limitation for all the obligations of the company.»24
Art. 310-1.
(Law of 10 August 2016)
«(1) A société en commandite simple is a common limited partnership entered into, for a
limited or an unlimited period of time, by one or more unlimited partners with unlimited and
joint and several liability for all the obligations of the common limited partnership, and one
or more limited partners who only contribute a specific amount constituting partnership
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interests which may but need not be represented by instruments as provided in the
partnership agreement.
(2) The contributions of the partners to the common limited partnership may be in the form
of contributions in cash, in kind or in the form of services. The contributions, including the
admission of new partners in cases other than a transfer of partnership interests, shall be
made in accordance with the conditions and formalities provided in the partnership
agreement.
(3) The limited partnership may issue debt instruments.
(4) Unless otherwise provided in the partnership agreement, an unlimited partner may also
be a limited partner, provided that there always are at least one unlimited partner and one
limited partner who are legally distinct from each other.
(5) Each société en commandite simple must maintain a register containing:
1° a complete and conformed up-to-date copy of the partnership agreement of the limited
partnership;
2° a list of all the partners featuring their first and last names, their professions and their
private or professional address or, in the case of legal entities, their corporate
denominations, their legal forms, their exact addresses and their registration numbers in
the register of commerce and companies if the legislation of the State governing the
relevant legal entity provides for such number, as well as the partnership interests held
by each of them;
3° a record of all transfers of partnership interests issued by the limited partnership and
the date of notification or acceptance of such transfers.
Each partner may inspect said register, subject to the restrictions provided in the partnership
agreement.»
Art. 310-2.
(Law of 12 July 2013)
«The management of a société en commandite simple is carried out by one or more
managers, who may but need not be unlimited partners, designated in accordance with the
partnership agreement.
Managers who are not unlimited partners shall be liable in accordance with Article 441-9.
The partnership agreement may allow the managers to delegate their powers to one or more
agents who are liable only for the performance of their mandate.
Unless otherwise provided in the partnership agreement, each manager may on behalf of the
common limited partnership take any action necessary or useful to the fulfilment of the
corporate object. Any restrictions provided in the partnership agreement with respect to the
powers of the managers are not valid vis-à-vis third parties, even if they are published.
However, the partnership agreement may authorise one or more managers to represent the
limited partnership, either singly or jointly, and a clause to that effect is valid vis-à-vis third
parties subject to the conditions laid down in «Title I, Chapter Vbis of the amended Law of 19
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December 2002 on the register of commerce and companies and the accounting and annual
accounts of undertakings»25.
The common limited partnership shall be bound by any acts of the manager(s), even if such
acts exceed the corporate object, unless it proves that the third party knew that the act
exceeded the corporate object or could not, in view of the circumstances, have been
unaware of it.
Each manager represents the common limited partnership vis-à-vis third parties and in legal
proceedings, either as plaintiff or as defendant.
Writs served on behalf of or upon the common limited partnership shall be validly served in
the name of the common limited partnership alone.»
Art. 310-3.
(Law of 12 July 2013)
«A limited partner may enter into any transaction with the société en commandite simple
without his capacity as limited partner in itself affecting his rank as general or preferred
creditor under the terms of the relevant transaction.
He shall be prohibited from carrying out any act of management vis-à-vis third parties.
A limited partner shall be jointly and severally liable vis-à-vis third parties for any obligations
of the common limited partnership in which he participated in violation of the prohibition
contained in the foregoing paragraph.
He shall also be jointly and severally liable vis-à-vis third parties for obligations in which he
did not participate, if he has regularly carried out acts of management vis-à-vis such third
parties.
Do not constitute acts of management for which the limited partner is jointly and severally
liable vis-à-vis third parties: the exercise of partner prerogatives, the providing of opinions or
advice to the partnership, to its affiliates or to their managers, the carrying out of any control
or supervisory measures, the granting of loans, guarantees or securities or the giving of any
other type of assistance to the partnership or its affiliates, as well as the giving of any
authorisation to the managers in the cases provided for in the partnership agreement for
acts outside their powers.
The limited partner may act as a member of a management body or as agent of a manager of
the partnership, even if that manager is an unlimited partner, or may execute documents on
the manager’s behalf under the latter’s corporate signature, even acting in the capacity of a
representative of the partnership, without incurring as a result unlimited and joint and
severable liability for the obligations of the limited partnership, provided the capacity of
representative in which he acts is indicated.»
25Amendment resulting initialy from Article 20, the “catch all” provision of the Law of 27 May 2016. See footnote
under Article 100-13 (4).
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Art. 310-4.
(Law of 12 July 2013)
«The distributions and repayments to partners as well as the conditions in which the société
en commandite simple may require they be repaid are governed by the partnership
agreement.
Unless otherwise provided in the partnership agreement, profits and losses of the common
limited partnership shall be shared among all partners in proportion to their partnership
interests.»
Art. 310-5
(Law of 12 July 2013)
«(1) Unless otherwise provided in the partnership agreement, the voting rights of each
partner shall be in proportion to his partnership interests.
(2) Any amendment of the corporate object as well as the change of nationality, conversion
or liquidation must be decided upon by the partners. The partnership agreement shall
determine among the other resolutions those which need not be adopted by the partners. It
shall also determine the formalities and the conditions for passing such resolutions. In the
absence of such provisions in the partnership agreement:
1° resolutions of partners shall be adopted at general meetings or by way of consultations
in writing during which each partner shall receive the exact wording of the text of the
resolutions or decisions to be adopted and shall cast his vote in writing;
2° resolutions shall be validly adopted by a majority of the votes cast, regardless of the
portion of partnership interests represented, except for resolutions on amendments to
the corporate object, a change of nationality, a conversion of legal form or liquidation
which shall each be adopted only with the consent of partners representing three-
quarters of the partnership interests and in all cases with the consent of all unlimited
partners.
3° such meetings or written consultations may be called or initiated by the manager(s) or
by partners representing more than half of the partnership interests.
(3) Each year at least, the partners shall decide on the annual accounts by special vote which
shall occur on such date as determined in the partnership agreement, but no later than six
months after the end of the financial year. The partnership agreement may provide that the
first special vote may occur within eighteen months after the incorporation of the company.
Fifteen days, or any longer period provided in the partnership agreement before the date on
which the partners must decide on the annual accounts, the partners may inspect and
receive a copy at the registered office of:
1° the annual accounts;
2° the management report, if any;
3° the report of the réviseurs d’entreprises agréés [approved statutory auditors], if any;
4° any other information provided for in the partnership agreement.»
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Art. 310-6.
(Law of 12 July 2013)
«The partnership interests of limited partners may, on pain of nullity, only be transferred,
dismembered or pledged in accordance with the terms and in the manners provided for in
the partnership agreement. In the absence of provisions in the partnership agreement, any
transfer other than a transmission in case of death, any dismemberment and any pledge of a
partnership interest of a limited partner, requires the consent of the unlimited partner(s).
The partnership interests of unlimited partners may, on pain of nullity, only be transferred,
dismembered or pledged in accordance with the terms and in the manners provided for in
the partnership agreement. In the absence of provisions in the partnership agreement, any
transfer other than a transmission in case of death, any dismemberment and any pledge of a
partnership interest of an unlimited partner requires the consent of the partners who
deliberate in the manner provided for the amendment of the partnership agreement.
Transfers and dismemberments of partnership interests shall not be valid vis-à-vis the limited
partnership or third parties until after they shall have been notified to the limited partnership
or accepted by it. They will however not be valid against third parties with regard to the
obligations of the limited partnership which arose prior to their publication, except if the
third party knew or could not have been unaware of them.
The partnership agreement may authorise management or the partners to reduce or to
redeem, as the case may be upon request of one or more partners, all or part of the
partnership interests of one or more of the partners, and determine the terms of such
reduction or redemption.»
Art. 310-7.
(Law of 12 July 2013)
«In the event of the unlimited partner’s death, dissolution, legal incapacity, removal,
resignation, inability to act or bankruptcy or in case the unlimited partner is in another
situation affecting the rights of creditors generally, and there is no other unlimited partner
and it has been provided that [in such an event] the partnership would continue to exist, the
unlimited partner shall be replaced. Unless the partnership agreement contains specific
provisions dealing with such a situation, the judge presiding the chamber of the Tribunal
d’Arrondissement [District Court] dealing with commercial matters may by its order appoint,
at the request of any interested party, a provisional administrator, who may, but need not be
a partner, who shall alone take all urgent and purely administrative measures, until the
partners shall have resolved on the matter, which resolution the administrator shall cause to
be passed within fifteen days following his appointment. The administrator shall be liable
only for the performance of his mandate. Any interested party may object to the order; the
objection shall be notified to the partnership, the person appointed and the person who
applied for the appointment. The proceedings regarding the objection shall be heard as in
urgency matters.»
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(Law of 12 July 2013)
26Amendment resulting initialy from Article 20, the “catch all” provision of the Law of 27 May 2016. See footnote
under Article 100-13 (4).
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Each manager represents the limited partnership vis-à-vis third parties and in legal
proceedings, either as plaintiff or as defendant.
Writs served on behalf of or upon the société en commandite spéciale shall be validly served
in the name of the société en commandite spéciale alone, represented by one of its
managers.»
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(Law of 12 July 2013)
«Art. 320-6.
Unless otherwise provided in the partnership agreement, the voting rights of each partner
shall be in proportion to his partnership interests.
Any amendment of the corporate object, as well as the change of nationality, conversion or
liquidation must be decided upon by the partners. The partnership agreement shall
determine among the other resolutions those which need not be adopted by the partners. It
shall also determine the formalities and conditions for passing such resolutions. In the
absence of such provisions in the partnership agreement:
1° resolutions of partners shall be adopted at general meetings or by way of consultations
in writing during which each partner shall receive the exact wording of the text of the
resolutions or decisions to be adopted and shall cast his vote in writing;
2° resolutions shall be validly adopted by a majority of the votes cast, regardless of the
portion of partnership interests represented, except for resolutions on amendments to
the partnership’s object, a change of nationality, or a conversion or liquidation which
shall be adopted only with the consent of partners representing three-quarters of the
partnership interests and in all cases with the consent of all unlimited partners.
3° such meetings or written consultations may be called or initiated by the manager(s) or
by partners representing more than half of the partnership interests.
Only the information provided for in the partnership agreement must be submitted to the
partners. »
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The partnership agreement may authorise management or the partners to reduce or to
redeem, as the case may be upon request of one or more partners, all or part of the interests
of one or more partners in the partnership and determine the terms thereof.»
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(Law of 25 August 2006)
«Title IV - Sociétés Anonymes and Sociétés Européennes (SE)
(Public companies limited by shares and European Companies)
Art. 420-1.
(Law of 24 April 1983)
[2017/1132/EU art. 45 and art. 48 1st paragraph]
«(1) The following requirements shall apply to the incorporation of a société anonyme:
27 This Chapter I (previously §1) contained three articles, among which former articles 24 and 25 (on the corporate
denomination) which followed this Article and which were repealed by the Law of 10 August 2016.
28 See definition in the sixth paragraph of Article 100-2.
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1° (Law of 25 August 2006) «there must be at least one member;»
2° (Law of 10 August 2016) «the capital must be at least 30 000 euros»; however, that
amount may be increased by Grand Ducal regulation to be adopted upon consultation of
the Conseil d’Etat in order to take into account either variations in national currency in
relation to the unit of account or changes in European regulations; (Law of 25 August
2006) «For a société européenne (SE), the capital must be at least 120 000 euros;»
3° the capital must be subscribed for in its entirety;
4° (Law of 10 August 2016) «at least one fourth of each share must be paid-up in cash or by
means of contributions in kind.»
(2) «(Law of 10 June 2009) The notary, drawing up the instrument, shall verify that these
conditions and those set in Articles 420-10, paragraph 2, 420-12 and 420-14 have been
satisfied and shall expressly ascertain compliance therewith.»
29 Following the entry into force of the Decision of the EEA Joint Committee No 93/2002 amending Annex XXII
(Company law) to the EEA Agreement, this should be read as including «or in the European Economic Area». See
also the definition «of Member State» in the sixth paragraph of Article 100-2.
30 See definition in the sixth paragraph of Article 100-2.
31 See the footnote under paragrah (1) above.
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realise profits, and by other legal bodies governed by public or private law, formed under the
law of a Member State, with their registered office and central administration (head office)
within the European Union32 and who subscribe for its shares, provided at least two of them:
1° are governed by the laws of different Member States, or
2° have for at least two years had a subsidiary company governed by the law of another
Member State or a branch situated in another Member State.
(4) A company the central administration (head office) of which is not in a Member State may
participate in the formation of a société européenne ( SE) provided that company is formed
under the law of a Member State, has its registered office in that same Member State and
has a real and continuous link with a Member State’s economy.»
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6° the articles of incorporation of the société européenne (SE);
7° information on the procedures by which arrangements for employee involvement are
determined in implementation of Directive 2001/86/EC supplementing the Statute for a
European company with regard to the involvement of employees33;
8° the minimum proportion of the shares or corporate units in each of the companies
promoting the operation which the shareholders must contribute in order for the
société européenne (SE) to be formed.
That proportion shall be shares or corporate units conferring more than 50 percent of the
permanent voting rights.
33 This directive has been implemented in Article L. 441-1 et seq. of the Labour Code.
34 See footnote under Article 100-13 (1).
35 See definition in the sith paragraph of Article 100-2.
36 Reference updated by the Grand Ducal Regulation of 5 December 2017.
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application of the companies concerned, by a judicial or administrative authority in the
Member State to which one of the companies concerned or the proposed société
européenne (SE) is subject to in accordance with national provisions adopted in
implementation of «Directive (EU) 2017/1132 of the European Parliament and of the Council
of 14 June 2017 relating to certain aspects of company law» 39 , which authority in
Luxembourg will be the judge presiding the chamber of the Tribunal d’Arrondissement
[District Court] dealing in commercial matters in the district in which the registered office of
one of the concerned companies is located, sitting as in urgency matters.
(2) In the report referred to in paragraph 1, the experts shall in any case declare whether the
proposed share exchange ratio is or is not fair and reasonable. Such declaration shall:
1° indicate the methods used for the determination of the proposed exchange ratio;
2° indicate whether such methods are adequate in the circumstances and the values
arrived at by each such method, and give an opinion as to the relative importance
attributed to such methods in determining the value actually arrived at.
In addition, the report shall describe any particular difficulties of valuation.
(3) The rules provided in Article 420-10 paragraphs 2 to 9 shall not apply.
(4) Each expert shall be entitled to obtain from the companies promoting the operation all
information and documents and to carry out all necessary verifications.»
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(2) The société européenne (SE) shall be formed only if, within the period referred to in
paragraph 1, the shareholders of the companies promoting the operation have contributed
the minimum percentage of shares or corporate units in each company provided for in the
draft terms for the formation and if all the other conditions are fulfilled.
(3) The establishment by the notary that all the conditions for the formation of the société
européenne (SE) are fulfilled in accordance with paragraph 2 shall, in respect of each of the
promoting companies, be published in the manner laid down in (Law of 27 May 2016) «the
provisions of Title I, of Chapter Vbis of the amended Law of 19 December 2002 on the
register of commerce and companies and the accounting and annual accounts of
undertakings41 or in the form provided by the national law of each Member State42 adopted
in implementation of «Article 16 of Directive (EU) 2017/1132 of the European Parliament and
of the Council of 14 June 2017 relating to certain aspects of company law» 43.
Shareholders of the companies concerned who have not indicated within the period referred
to in paragraph 1 whether they intend to make their shares or corporate units available to
the promoting companies for the purpose of forming the société européenne (SE) shall have a
further month in which to do so.
(4) Shareholders who have contributed their securities to the formation of the société
européenne (SE) shall receive shares therein.
(5) The société européenne (SE) may not be registered until it is shown that the formalities
referred to in Articles 420-3 to 420-7 and the conditions referred to in paragraph 2 have been
fulfilled.»
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(Law of 18 December 2009)
[2017/1132/EU art. 49]
«(2) (Law of 10 August 2016) «Contributions in kind» shall, prior to the incorporation, be
reported upon by a réviseur d’entreprises (…)44 [statutory auditor] who shall be appointed by
the founders. »
(Law of 24 April 1983)
[2017/1132/EU art. 49]
«(3) This report must give a description of each of the proposed contributions as well as of
the methods of valuation used and shall state whether the values arrived at by the
application of these methods correspond at least to the number and nominal value, or, in the
absence of a nominal value, the accounting par value and, where applicable, the share
premium of the shares to be issued in consideration thereof. The report shall remain
annexed to the instrument provided for in Article 420-15 or the draft instrument provided for
in Article 420-17. The conclusions thereof must be reproduced in the abovementioned
documents.
(Law of 10 June 2009)
[2017/1132/EU art. 50]
«(4) Where, upon a decision of the board of directors or the management board, (Law of 10
August 2016) «the contribution in kind» is made up of transferable securitiesas defined in
(Law of 7 August 2023) «Article 4, paragraph 1, point 44), of Directive 2014/65/EU of the
European Parliament and of the Council of 15 May 2014 on markets in financial instruments
and amending Directive 2002/92/EC and Directive 2011/61/EU» 45 or money-market
instrumentsas defined in (Law of 7 August 2023) «Article 4, paragraph 1, point 17), of the
above-mentioned Directive 2014/65/EU»46 and those securities or instruments are valued at
the weighted average price at which they have been traded on one or more regulated
market(s) as defined in (Law of 7 August 2023) «Article 4, paragraph 1, point 21), of the
above-mentioned Directive 2014/65/EU» 47 during a period of six months preceding the
44 The term «agréé» [approved] was deleted by the Law of 23 July 2016 on the audit profession.
45 «‘Transferable securities’ [within the meaning of MiFid II] means those classes of securities which are
negotiable on the capital market, with the exception of instruments of payment, such as:
(a) shares in companies and other securities equivalent to shares in companies, partnerships or other
entities, and depositary receipts in respect of shares;
(b) bonds or other forms of securitised debt, including depositary receipts in respect of such securities;
(c) any other securities giving the right to acquire or sell any such transferable securities or giving rise to a
cash settlement determined by reference to transferable securities, currencies, interest rates or yields,
commodities or other indices or measures;»
46 «‘Money-market instruments’ [within the meaning of MiFID II] means those classes of instruments which are
normally dealt in on the money market, such as treasury bills, certificates of deposit and commercial papers and
excluding instruments of payment.»
47 «‘Regulated market’,[within the meaning MiFID II] means a multilateral system operated and/or managed by a
market operator, which brings together or facilitates the bringing together of multiple third-party buying and
selling interests in financial instruments [Note: meaning those instruments specified in Section C of Annex I of that
Directive] – in the system and in accordance with its non-discretionary rules – in a way that results in a contracts
in respect of the financial instruments admitted to trading under its rules and/or systems, and which is authorised
and functions regularly and in accordance with the provisions of Title III of [that] Directive.»
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effective date of (Law of 10 August 2016) «the contribution in kind», paragraphs 2 and 3 are
not applicable.
However, where that price has been affected by exceptional circumstances that would
significantly change the value of the asset at the effective date of its contribution, including
situations where the market for such transferable securities or money-market instruments
has become illiquid, a revaluation shall be carried out on the initiative and under the
responsibility of the board of directors or the management board. For the purposes of the
aforementioned revaluation, paragraphs 2 and 3 shall apply.
(5) Where, upon a decision of the board of directors or the management board, (Law of 10
August 2016) «the contribution in kind» is made up of assets other than the transferable
securities and money-market instruments referred to in paragraphs 4 to 6 which have
already been subject to a fair value opinion by a réviseur d’entreprises (…)48[statutory
auditor] and where the following conditions are fulfilled:
1° the fair value is determined for a date not more than six months before the effective
date of the contribution;
2° the valuation has been performed in accordance with generally accepted valuation
standards and principles in the Grand Duchy of Luxembourg, which are applicable to the
kind of assets to be contributed,
paragraphs 2 and 3 are not applicable.
In the case of new circumstances49 that would significantly change the fair value of the asset
at the effective date of its contribution, a revaluation shall be carried out on the initiative and
under the responsibility of the board of directors or the management board. For the
purposes of the aforementioned revaluation, paragraphs 2 and 3 shall apply.
In the absence of such a revaluation, one or more shareholders holding an aggregate
percentage of at least 5 percent of the company’s subscribed capital on the day the decision
on the increase in the capital is taken may demand a valuation by a réviseur d’entreprises
(…) 50 [statutory auditor], in which case paragraphs 2 and 3 are applicable. Such
shareholders(s) may submit a demand up until the effective date of the contribution,
provided that, at the date of the demand, the shareholder(s) in question still hold(s) an
aggregate percentage of at least 5 percent of the company’s subscribed capital, as was the
case on the day the decision on the increase in the capital was taken.
(6) Where, upon a decision of the board of directors or the management board, (Law of 10
August 2016) «the contribution in kind» is made of assets other than the transferable
securities and money-market instruments referred to in paragraph 4 whose fair value is
derived for each individual asset from the statutory accounts of the previous financial year,
48 The term « agréé» [approved] included pursuant to Article 103 of the Law of 18 December 2009 on the audit
profession has been removed by the Law of 23 July 2016 on the audit profession.
49 The French version of the Directive (like the law) speaks of «new circumstances» (circonstances nouvelles)
whereas the English version speaks of «new qualifying circumstances» and the German version of «neue
erhebliche Umstände» (i.e. new significative circumstances).This can be compared to the consistency of the
different language versions of the directive corresponding to the second sub-paragraph of paragraph (4).
50 The term « agréé» [approved] included pursuant to Article 103 of the Law of 18 December 2009 on the audit
profession has been removed by the Law of 23 July 2016 on the audit profession.
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provided that the statutory accounts have been subject to an audit in accordance with
Directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006 on
statutory audits of annual accounts and consolidated accounts, paragraphs 2 and 3 shall not
apply.
Sub-paragraphs 2 and 3 of paragraph 5, shall apply mutatis mutandis.
[2017/1132/EU art. 51]
(7) Where a (Law of 10 August 2016) «contribution in kind» as referred to in paragraphs 4 to
6 occurs without a report of a réviseur d’entreprises (…)51 [statutory auditor] as referred to in
paragraphs 2 and 3, a declaration containing the following particulars shall be published in
accordance with (Law of 27 May 2016) «the provisions of Title I, Chapter Vbis of the
amended Law of 19 December 2002 on the register of commerce and companies and the
accounting and annual accounts of undertakings52» within one month after the effective date
of the contribution:
1° a description of the relevant (Law of 10 August 2016) «contribution in kind»;
2° its value, the source of this valuation and, where appropriate, the method of valuation;
3° a statement whether the value arrived at corresponds at least to the number, to the
nominal value or, where there is no nominal value, the accounting par value and, where
appropriate, to the premium on the shares to be issued against such contribution;
4° a statement that no new circumstances53 with regard to the original valuation have
occurred.
The declaration shall also include indications on the nominal value of the shares or where
there is no such value, the number of shares issued against each c (Law of 7 August 2023)
«contribution in kind », as well as the name of the investor having made the contribution.
[2017/1132/EU art. 51]
(8) Where a (Law of 10 August 2016) «contribution in kind» is proposed to be made without
a report by a réviseur d’entreprises (…)54 [statutory auditor] as referred to in paragraphs 2
and 3 in relation to an increase in the capital which is proposed to be made under Article
420-22, paragraphs 2 and 3, an announcement containing the date when the decision on the
increase was taken and the information listed in paragraph 7 shall be published in
accordance with (Law of 27 May 2016) «the provisions of Title I, Chapter Vbis of the above-
mentioned Law of 19 December 200255» before the contribution of the asset as (Law of 10
August 2016) «contribution in kind» is to become effective. In that event, the declaration
51 The term « agréé» [approved] included pursuant to Article 103 of the Law of 18 December 2009 on the audit
profession has been removed by the Law of 23 July 2016 on the audit profession.
52 See footnote under Article 100-13 (1).
53 Same discrepancy between language versions as described in the footnote under paragraph (3ter).
54 The term «agréé» [approved] included pursuant to Article 103 of the Law of 18 December 2009 on the audit
profession has been removed by the Law of 23 July 2016 on the audit profession.
55 See footnote under Article 100-13(1).
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pursuant to paragraph 7, sub-paragraph 1, shall be limited to a statement that no new
circumstances56 have occurred since the aforementioned announcement was published.»
(9) (Law of 10 August 2016) «Paragraphs 2 and 3 are not applicable where at least 90 per
cent of the nominal value or accounting par value of all the shares are issued against
contributions in kind made by one or more companies and where the following requirements
are met»:
1° with regard to the company to which the contributions are made, the natural or legal
persons referred to in Article 420-15 have agreed to dispense with the expert's report;
2° a record of the dispense remains annexed to the instrument;
3° the companies making such contributions have reserves which under law or their
articles may not be distributed and which are at least equal to the nominal value, or in
the absence of a nominal value, the accounting par value, of the shares issued against
(Law of 10 August 2016) «contributions in kind»;
4° the companies making such contributions guarantee, up to an amount equal to that
indicated in point 3°, the debts of the recipient company arising between the time the
shares are issued against (Law of 10 August 2016) «contributions in kind» and one year
after publication of that company’s annual accounts for the financial year during which
those contributions were made. Any transfer of these shares is prohibited within this
period;
5° the guarantee referred to under point 4° must be given in an annex to the instrument
provided for in Article 420-15;
6° the companies making these contributions shall place a sum equal to that indicated in
point 3° into a reserve which may not be distributed until three years after publication
of the annual accounts of the recipient company for the financial year during which the
contributions were made or, where applicable, until such later date as all the claims
relating to the guarantee referred to in point 4° which are submitted during that period
shall have been settled.»
56 The French and German versions of the directive coincide as they speak of «no new circumstances» («aucune
circonstance nouvelle», «keine neuen Umstände»). The English version speaks of «no new qualifying
circumstances».
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(Law of 24 April 1983)
«(2) Paragraph 1 shall not apply to acquisitions made in the normal course of the company's
business nor to acquisitions made at the instance or under the supervision of an
administrative or judicial authority or to stock exchange acquisitions.»
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6° the amount of the subscribed capital initially paid-up;
7° the classes of shares, where several classes exist, the rights attaching to each class, the
number of shares subscribed to and, in the case of an authorised capital, the shares to
be issued in each such class and the rights concerning each class, as well as:
a) the nominal value of the shares or the number of shares for which no nominal value
is specified;
b) any special conditions restricting the transfer of shares;
8° (Law of 6 April, 2013) «whether the shares are in registered, bearer, or dematerialised
form and of any provision supplemental to, or derogating from, the law;»
9° (Law of 23 July 2016) «particulars of each contribution in kind, the conditions on which it
is made, the name of the contributor and the conclusions of the report of the réviseur
d’entreprises [statutory auditor] provided for in Article 420-10;»
10° the reason for, and the extent of, any special advantages conferred at the time of
incorporation of the company upon any person who participated in the incorporation of
the company;
11° if applicable, the number of securities or units which do not represent the stated capital,
as well as the rights attaching thereto, in particular the right to vote at general meetings;
12° insofar as they are not provided for by law, the rules determining the number and
method of appointment of the members of the corporate bodies responsible for
representing the company with regard to third parties, administration, management,
supervision or control of the company and the allocation of powers among such
corporate bodies;
13° the duration of the company;
14° at least the approximate amount of the costs, expenses and remuneration or charges of
whatever form, which are payable by the company or chargeable to it by reason of its
incorporation.»
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(Law of 24 April 1983)
«Art. 420-17.
(Law of 10 August 2016)
«(1) The company may also be constituted by means of subscriptions.
(2) The constitutive instrument shall be drawn up in advance in the form of a notarial
instrument and shall be published as a draft. The parties to that instrument shall be deemed
to be the founders of the company.
(3) Subscriptions shall contain a notice convening the subscribers to a meeting to be held
within three months for the purpose of the final incorporation of the company.
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instrument of the company or in the subscription forms of the statements prescribed by
Articles 420-15 and 420-17.
(2) Any person who enters into a commitment for a third party mentioned by name in the
instrument and acting either as agent or as surety shall be deemed to be personally
committed if they have no valid mandate or the commitment is not ratified within two
months of the commitment.
The founders shall be jointly and severally liable for these commitments.»
58This Article was preceded by an Article 31-1 regarding the conversion into a société anonyme which was
abrogated by the Law of 10 August 2016.
59 See footnote under Article 100-13 (1).
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aspects of the conversion and indicating the implications for the shareholders and for
the employees of the adoption of the form of a société européenne (SE);
2° the draft terms of conversion shall be published in accordance with (Law of 27 May
2016) «the provisions of Title I, Chapter Vbis of the amended Law of 19 December 2002
on the register of commerce and companies and the accounting and annual accounts of
undertakings60» at least one month before the date of the general meeting called to
decide on the draft terms of conversion;
(Law of 23 July 2016)
3° «prior to the general meeting referred to in paragraph 4, one or more réviseurs
d’entreprises [statutory auditors] appointed by the management body shall certify that
the company has net assets at least equivalent to its capital plus the reserves which may
not be distributed under law or by virtue of the articles;»
4° the general meeting of the société anonyme shall approve the draft terms of conversion
together with the articles of the société européenne (SE). The decision of the general
meeting requires that the conditions as to quorum and majority laid down for the
amendments to the articles are fulfilled;
5° the rights and obligations of the company to be converted on terms and conditions of
employment arising from national law, practice and individual employment contracts or
employment relationships and existing at the date of the registration shall, by reason of
such registration, be transferred to the société européenne (SE);
6° the registered office may not be transferred to another Member State61 pursuant to
Chapter IX of the present Title, at the same time as the conversion is effected.»
one of the member states of the European Community having adopted the common currency into euro carried
out no later than 31 December 2001 (or in one scenario, 30 June 2002) under the Law of 10 December, 1998 (as
amended with effect from 1 January 2002 by the Law of 1 August 2001);
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so provided by the articles, from the date of the constitutive instrument or the instrument
amending the articles». It may be renewed on one or more occasions by the general meeting
deliberating in accordance with the requirements for amendments to the articles, for a
period which, for each renewal, may not exceed five years.»
(Law of 10 August 2016)
«(6) In case the issue of shares without nominal value at below the par value of the existing
shares of the same category is on the agenda of a general meeting, this must be expressly
specified in the convening notice.
The transaction must be the subject of a detailed report from the board of directors or the
management board, as the case may be, on, in particular, the issue price and the financial
consequences of the transaction for the shareholders. A report shall be drawn up by a
réviseur d’entreprises [statutory auditor] appointed by the board of directors or the
management board, in which he certifies that the financial and accounting information
contained in the report from the board of directors or the management board is fair and
adequate to inform the general meeting called to vote on the proposal.
These reports shall be filed in accordance with the provisions of Title I, Chapter Vbis of the
amended Law of 19 December 2002 on the register of commerce and companies and the
accounting and annual accounts of undertakings63. They shall be announced in the agenda.
Every shareholder shall be entitled to obtain a copy of the reports free of charge, upon
production of his title, eight days before the meeting. A copy thereof shall be sent to the
registered shareholders at the same time as the convening notice.
The failure to provide the report by the réviseur d’entreprises [statutory auditor] as provided
for in sub-paragraph 2 shall invalidate the decision of the general meeting, unless all the
shareholders of the company have waived the report.»
(Law of 10 August 2016)
«(7) Notwithstanding paragraph 6, the issue of shares without nominal value at below the
par value of the existing shares of the same category may also be carried out within the
authorised capital, provided however that the delegation to the board of directors or, as the
case may be, the management board in accordance with paragraphs 2 or 3 includes an
authorisation to issue new shares below the par value of the existing shares of the same
category.
Where the proposal to authorise the board of directors or, as the case may be, the
management board to issue new shares below the par value of the existing shares of the
same category is on the agenda of a general meeting, the conditions referred to paragraph 6,
sub-paragraphs 1 to 3 must be complied with.
The report of the board of directors or, as the case may be, the management board, referred
to paragraph 6, sub-paragraph 2, shall, in that case, mention the minimum subscription price
of the shares to be issued within the authorised capital.»
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(Law of 24 April 1983)
[2017/1132/EU art. 70]
«Art. 420-23.
(Law of 10 August 2016)
«(1) The formalities and conditions provided for the incorporation of companies shall apply
to increases of capital by means of new contributions, subject to the following provisions.
(2) The members of the board of directors or of the management board, as the case may be,
shall jointly and severally have the liability imposed on founders by Article 420-19.
(3) If the proposed increase of capital is not entirely subscribed for, the capital shall be
increased by the amount of subscriptions received provided the conditions of the issue
expressly provided for that possibility.
(4) The increase of capital shall be recorded in a notarial instrument, prepared at the request
of the board of directors or of the management board, as the case may be, against
presentation of the documents proving the subscriptions and payments in the case of an
increase carried out by way of subscriptions or where it is effected pursuant to the
authorisation provided for in Article 420-22. The notarial instrument must be drawn-up
within one month from the end of the subscription period or within three months from the
day on which that period commenced.
(5) At least one fourth of each share must be paid up, either by way of a contribution in cash,
including by way of a set-off against claims on the company which are certain, of a fixed
amount and due and payable or by way of a contribution in kind, or by way of incorporation
of reserves, profits or share premium.
(6) In the case of contributions in kind, the shares must be paid up in full within five years
from the time the increase of capital was resolved. A report shall be drawn up by a réviseur
d’entreprises [statutory auditor] in accordance with Article 420-10; this réviseur d’entreprises
[statutory auditor] shall be appointed by the board of directors or by the management board,
as the case may be. The report of the réviseur d’entreprises [statutory auditor] shall be filed
in accordance with the provisions of Title I, Chapter Vbis of the amended Law of 19
December 2002 on the register of commerce and companies and the accounting and annual
accounts of undertakings64.»
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(Law of 24 April 1983)
[2017/1132/UE art. 72.1, 2, 3, 4, 5 et 7]
«Art. 420-26.
(1) Shares to be subscribed for in cash shall be offered on a pre-emptive basis to
shareholders in the proportion of the capital represented by their shares.
(2) The articles may provide that paragraph 1 shall not apply to shares which have different
rights to participate in distributions or in the assets in the event of liquidation. The articles
may also provide that, where the subscribed capital of a company with several classes of
shares is increased by the issue of new shares of only one class, the pre-emptive right of the
holders of shares of the other classes may not be exercised until after that right has been
exercised by the holders of the shares of the class in which the new shares are issued.
(3) (Law of 10 August 2016) «The right to subscribe may be exercised within a period
determined by the board of directors or by the management board, as the case may be,
which may not be less than fourteen days from the publication of the offer on the Recueil
électronique des sociétés et associations and in one newspaper published in the Grand Duchy
of Luxembourg. However where all the shares are in registered form, the shareholders may
be notified by registered letter, without prejudice to other means of communication which
need to be accepted individually by their addressees and which warrant notification.»
(4) (Law of 10 August 2016) «The right to subscribe shall be transferable throughout the
subscription period, and no restrictions may be imposed on such transferability.
By way of exception to the first sub-paragraph, the restrictions applicable to the securities in
respect of which the subscription right arises shall also apply to such right.»
(5) (Law of 25 August 2006) «The articles may not withdraw or restrict pre-emption rights.
They may nevertheless authorise the board of directors or the management board, as the
case may be, to withdraw or restrict these rights in relation to an increase of capital made
within the authorised capital provided for in accordance with Article 420-22. Such
authorisation shall not be valid for a longer period than the period provided for in Article
420-22, paragraph 5.
(Law of 10 August 2016) «A general meeting called upon to resolve, at the conditions
prescribed for amendments to the articles, either upon an increase of capital or upon the
authorisation to increase the capital in accordance with Article 420-22, paragraph 1, may
limit or withdraw pre-emptive subscription rights or authorise the board of directors or the
management board, as the case may be, to do so. Any proposal to that effect must be
specifically announced in the convening notice. Detailed reasons therefor must be set out in
a report prepared by the board of directors or by the management board, as the case may
be, and presented to the meeting, dealing in particular with the proposed issue price. The
failure to provide that report shall invalidate the decision of the general meeting, unless all
the shareholders of the company have waived such report.»
(Law of 10 August 2016)
«(6) The articles may authorise the board of directors or the management board, as the case
may be, to allocate existing shares or new shares to be issued free of charge, to salaried staff
members of the company, or to certain categories of staff. Where the authorisation relates
to shares to be issued, the provisions of paragraph 5 shall apply subject to the provisions of
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the present paragraph, and the authorisation granted by the general meeting shall by
operation of law, operate as a waiver by the existing shareholders of their preferential
subscription right for the benefit of the recipients of the shares allotted free of charge.
The general meeting may determine or authorise the board of directors or the management
board, as the case may be, to determine the terms and conditions of the allocation, which
may comprise a period [after which] the allocation is final and a minimum holding during
which the recipients must retain the shares.
Shares may be allocated under the same conditions:
4° to corporate officers65 of the company allocating the shares or of the companies and
economic interest groupings, mentioned above or to certain categories thereof.»
(7) The pre-emptive subscription rights are not excluded as provided for in paragraph 5
where, in accordance with the decision relating to the increase of the subscribed capital, the
shares are issued to banks or other financial institutions with a view to their being offered to
the shareholders of the company in accordance with paragraphs 1 and 3.»
(8) (Law of 7 August 2023) « In the absence of provisions in the articles, third parties may
take part in the capital increase at the end of the preferential subscription period set out in
paragraph 3, except if the board of directors or, as the case may be, the management board
decides that preferential rights shall be exercised in proportion to the capital represented by
their shares, by the existing shareholders who already exercised their right during the
preferential subscription period. In that case, the subscription terms of the existing
shareholders shall be determined by the board of directors or, as the case may be, the
management board.»
(Law of 10 August 2016)
«(9) Where shares are encumbered by usufruct, the preferential subscription right attached
to such shares belongs to the bare owner. If the bare owner sells the subscription rights, the
proceeds of the sale or the property acquired by the bare owner with such proceeds shall be
subject to the usufruct. If the bare owner fails to exercise his right, the usufructuary may
substitute himself to the bare owner to subscribe for the new shares or to sell the rights.
65 This includes directors and members of the management board and supervisory board.
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In the latter case, the bare owner may demand that the proceeds of the sale be re-invested;
the property so acquired shall be subject to the usufruct. Vis-à-vis the usufructuary, the bare
owner of shares shall be deemed to have failed to exercise the preferential subscription right
for the new shares issued by the company, where he has neither subscribed for new shares,
nor sold the subscription rights, eight days before the expiry of the subscription period
available to the shareholders.
The bare ownership of the new shares belongs to the bare owner and the usufruct of the
new shares belongs to the usufructuary. However, in the event of payment of funds by the
bare owner or the usufructuary in order to make or complete a subscription, the new shares
shall belong to the bare owner and to the usufructuary only up to the value of the
subscription rights; the excess of the new shares shall belong, in full ownership, to the party
who has paid such funds.
The present paragraph shall also apply in the case of allocation of free securities. Where the
bare owner must apply for the allocation of securities, he shall be deemed, vis-à-vis the
usufructuary, to have failed to exercise his right to the allocation of free shares, where he has
neither applied for such allocation nor sold the rights, three months after the start of the
allocation proceedings.
The provisions of the present paragraph shall apply in the absence of provisions in the
agreement between the parties.»
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may occur after the end of the authorisation period.»66
66 This Article was followed by the four former Articles 33 to 36 repealed by the Law of 10 July 2005.
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Art. 430-2.
If there are several owners of a share or smaller denomination of one share, the company
shall be entitled to suspend the exercise of the rights attaching thereto until one person is
designated as being the owner, vis-à-vis the company, of the share or smaller denomination.
(Law of 10 August 2016) «Joint owners have nevertheless the right to information provided
for in Article 461-6.»
Art. 430-3.
A register of the registered shares shall be maintained at the registered office and every
shareholder may examine it; the register shall specify:
1° the precise designation of each shareholder and the number of shares or fractional
shares held by him;
2° the payments made on the shares;
3° (Law of 6 April 2013) «transfers and the dates thereof or the conversion of shares into
shares in bearer or dematerialised form, if the articles allow therefor.»
Art. 430-4.
Ownership of registered shares shall be established by an entry in the register prescribed in
the foregoing Article.
(Law of 6 April 2013) «The company must satisfy the request of a person inscribed in the
register to issue a certificate relating to the shares registered under that person’s name.»
Transfers shall be carried out by means of a declaration of transfer entered in the said
register, dated and signed by the transferor and the transferee or by their duly authorised
representatives, and in accordance with the rules on the assignment of claims laid down in
Article 1690 of the Civil Code. The company may accept and enter in the register a transfer
on the basis of correspondence or other documents recording the agreement between the
transferor and the transferee.
Subject to any contrary provisions of the articles, transmission, in the case of death, shall be
validly established vis-à-vis the company, provided that no objection is filed, on production of
a death certificate, the certificate of registration and an affidavit (acte de notoriété) attested
by a juge de paix or a notary.
Art. 430-5.
(Law of 10 August 2016)
«Bearer shares shall be signed by two directors or two members of the management board,
as the case may be, or where the company comprises a single director or where the
management board is composed of a single person, by such person. Subject to contrary
provisions of the articles, the signature may be manual, in facsimile or affixed by means of a
stamp.
However, one of the signatures may be affixed by a person delegated for that purpose by the
board of directors or by the management board, as the case may be. In such case, it must be
manual.
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A certified true copy of the instrument delegating authority to such a person who is not a
member of the board of directors or of the management board, as the case may be, shall be
filed in advance in accordance with the provisions of Title I, Chapter Vbis of the amended Law
of 19 December 2002 on the register of commerce and companies and the accounting and
annual accounts of undertakings67.
The share shall indicate:
1° the date of the constitutive instrument of the company and the date of publication
thereof;
2° the capital of the company, the number and type of each class of shares and the
nominal value of the securities or the interest in the company which they represent;
3° a brief description of the contributions made to the company and the conditions on
which they are made;
4° any special advantages conferred upon the founders;
5° the duration of the company.
The preceding paragraph is not applicable to global share certificates taking the form of
global bearer certificates deposited with a securities settlement system. The number of (Law
of 7 August 2023) «shares represented» by these certificates must be determined or be
capable of being determined.»
Art. 430-6.
(Law of 28 July 2014)
(1) Bearer shares shall be deposited with a depositary appointed by the board of directors or
the management board, as the case may be, and which meets the conditions set out in
paragraph 2.
(2) The depositary may not be a shareholder of the issuing company. Only the following
professionals established in the Grand Duchy of Luxembourg can be appointed as
depositaries:
1° credit institutions;
2° private portfolio managers;
3° distributors of units in UCIs;
4° specialised professionals of the financial sector (PFS) approved as Family Office,
corporate domiciliary agent, professional providing company incorporation and
management services, registrar agent or professional depositary of financial
instruments;
5° avocats à la Cour registered on List I and European lawyers practising under their
professional home-country titles registered on List IV of the bar roll referred to in Article
8, paragraph 3 of the amended Law of 10 August 1991 on the legal profession;
6° notaries;
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7° réviseurs d’entreprises [statutory auditors] and réviseurs d’entreprises agréés [approved
statutory auditors];
8° chartered accountants.
(3) The depositary shall maintain a register of bearer shares in the Grand Duchy of
Luxembourg; the register shall specify:
1° the precise designation of each shareholder and the number of shares or fractional
shares;
2° the deposit date;
3° transfers and the dates thereof or the conversion of shares into registered shares.
Each bearer shareholder has the right to examine only the registrations which concerns
him/her.
(4) The depositary shall hold the shares deposited in accordance with paragraph 1 on behalf
of the shareholder who owns them. The ownership of the bearer share shall be registered in
the register. Upon written request by the bearer shareholder, a certificate recording all
registrations regarding him/her shall be delivered to him/her by the depositary.
Transfers are effective vis-à-vis third parties upon registration thereof on the register by the
depositary. The depositary may for these purposes accept any document or notification
recording the transfer of ownership between the transferor and the transferee.
Unless otherwise provided in the articles, the notification of a transfer in case of death shall
be validly established vis-à-vis the depositary, provided no objection has been filed, on
production of a death certificate, the registration certificate and a witness affidavit (acte de
notoriété) passed before a juge de paix or a notary.
(5) The rights attaching to bearer shares may only be exercised on deposit of the bearer
share with the depositary and on registration of all particulars in the register in accordance
with paragraph 3.
(6) The depositary may not release bearer shares, except in the following cases where it must
deliver the bearer shares:
1° to its successor in its capacity as depositary, in the event of termination of its
appointment;
2° to the company, in the event of conversion of the bearer shares into registered shares,
in the event of repurchase by the company of its own shares in accordance with Articles
430-15 and 430-16 and in the event of amortisation of the capital in accordance with
Article 450-6.
(7) The liability of the depositary, insofar as it derives from its obligations under paragraphs
3, 4 and 6, shall be determined according to the same rules as those applicable to the liability
of directors or of the members of the management board, as the case may be.»68
68Article 6 of the Law of 28 July 2014 regarding the immobilisation of bearer shares and units and the keeping of
the register of registered shares and the register of bearer shares, published on 14th August 2014:
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(Law of 6 April 2013)
«Art. 430-7.
Dematerialised shares are materialised by way of an inscription in a securities account in the
name of the accountholder held at a settlement institution, a central account keeper, an
accounts’ keeper or a foreign accounts’ keeper. Transfers shall be carried out by way of book
entry69.»
«(1) Sociétés anonymes, sociétés en commandite par actions and management companies of undertakings for
collective investment set up in the form of common funds (fonds commun de placement) having issued bearer
shares or units prior to the entry into force of this law, shall appoint a depositary within six months from the entry
into force of this law.
(2) Bearer shares or units issued by sociétés anonymes, sociétés en commandite par actions and management
companies of undertakings for collective investment set up in the form of common funds (fonds commun de
placement) having issued bearer shares or units prior to the entry into force of this law must be deposited with
the appointed depositary within eighteen months from the entry into force of this law.
(3) Voting rights attached to bearer shares or units which have not been immobilised within six months from the
entry into force of this law shall automatically be suspended at the end of that period until their immobilisation.
When this same period expires, distributions shall be deferred until the date of immobilisation, subject to the
distribution rights not being time-barred, and such deferral shall not give rise to the payment of any interest.
(4) Those shares or units whose voting rights have been suspended shall not be taken into account when
calculating the quorum and majority during general meetings. Holders of such shares or units shall not be
admitted to these general meetings.
(5) Bearer shares or units which have not been immobilised within eighteen months from the entry into force of
this law, shall be cancelled and the subscribed capital shall be reduced by a corresponding amount.
The cancellation of the shares or units shall be carried out at price obtained by dividing the amount of equity in
the company, resulting from the company’s latest balance sheet drawn up as at a date which may not be earlier
than two months prior to the cancellation decision, by the number of shares or units of the company in issue,
such price being reduced by the amount of share premium and reserves which, according to the law and the
articles, may not be distributed as well as by the fees and commissions relating to the deed of capital reduction.
The funds corresponding to the shares or units so cancelled or, in the absence thereof, other assets with a value
equal to the cancelled shares or units shall be deposited with the Caisse de consignation (Consignment Office)
until such time as a person who has been able to prove his/her capacity as holder applies for their remittance.
(6) Managers or directors are punishable by a fine of 5,000 to 125,000 euros in case they knowingly:
1° fail to appoint a depositary in accordance with the provisions of paragraph 1;
2° recognise rights attaching to bearer shares or units, in breach of the provisions of paragraphs 3 and 4;
3° fail to cancel non-immobilised bearer shares or units, to reduce the subscribed capital and to deposit the
corresponding funds pursuant to the provisions of paragraph 5.»
69 Certain terms used in this Article are defined in Article 1 of the Law of 6 April 2013 on dematerialised securities:
- «accountholder» means «a person, a common fund or a securitisation fund in whose name a settlement
institution, a central account keeper or an accounts’ keeper keeps a securities account irrespective of
whether such person is acting on its own account or on account of a third party»;
- «accounts’ keeper» means «a person who is authorised under Luxembourg law to keep securities
accounts, including domestic or international public institutions established in Luxembourg and operating
in the financial sector»;
- «central account keeper» means «any person authorised by the Minister with responsibility for the CSSF
as a central account keeper in accordance with the provisions of the amended Law of 5 April 1993 on the
financial sector»;
- «foreign accounts’ keeper» means «any person, other than [a Luxembourg accounts keeper] whose
securities accounts’ keeping activity is subject to foreign law»;
- «securities account» means «an account at a settlement institution, a central account keeper or an
accounts’ keeper on which securities may be credited or from which securities may be debited. The
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Art. 430-870.
Shares shall be in registered form until they are fully paid-up.
(Law of 6 April 2013)
«The owners of shares or securities71 in bearer form may, at any time, request that they be
converted, at their expense, into shares or securities in registered form or, if the articles so
provide, into shares or securities in dematerialised form72. In the latter case, costs are to be
borne by the person provided for in the law on dematerialised securities73.
Unless the articles expressly provide otherwise, the owners of shares or securities in
registered form may, at any time, request conversion thereof into shares or securities in
bearer form.
If the articles so provide, the owners of shares or securities in registered form may request
conversion thereof into shares or securities in dematerialised form. Costs are to be borne by
the person provided for in the law on dematerialised securities.
The holders of dematerialised shares or securities may, at any time, request that they be
converted, at their expense, into shares or securities in registered form unless the articles
provide for mandatory dematerialisation of shares or securities.»74
issuance account at a settlement institution or a central account keeper does not constitute a securities
account»;
- «settlement institution» means «a securities settlement system within the meaning of the law on
payment services, designated as such by the Luxembourg Central Bank and notified to the European
Commission by the Minister responsible for the financial center, and where the operator of the system is
established in Luxembourg».
70 This Article included a first sub-paragraph repealed by the Law of 10 August 2016.
71 This term is defined in Article 1 of the Law of 6 April 2013 on dematerialised securities as follows:
«dematerialised securities» means «securities of an issuer issued or converted exclusively by way of registration
in an issuance account held at a settlement institution or a central account keeper»
73 Article 18(1) of the Law of 6 April 2013 on dematerialised securities states that: «If the conversion of equity
securities is optional, the conversion costs incurred by the issuer shall be borne by the person designated in the
articles or the management regulations of the issuer. If there is no indication in the articles or the management
regulations, the costs shall be borne by the issuer.»
74 This Article was followed by an Article 44 repealed by the Law of 10 August 2016.
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1° at the incorporation of the company if provided for by the articles;
2° by an increase of capital;
3° by the conversion of ordinary shares into non-voting shares.
In the latter two cases, the general meeting shall deliberate in accordance with the rules laid
down in Article 450-3, paragraphs 1 and 2.
(2) Non-voting shares may be issued only if the right to a dividend in the event of distribution
of profits, the right to reimbursement of the contribution and, as the case may be, the right
to distribution of liquidation proceeds are determined by the articles.
(3) The general meeting shall determine the maximum amount of such shares to be issued.
(4) If non-voting shares are created by the conversion of ordinary shares in issue or, where
authority for that purpose is included in the articles if non-voting shares are converted into
ordinary shares, the general meeting shall determine the maximum amount of shares to be
converted and the conditions for conversion.
The offer for conversion shall be made at the same time to all shareholders in proportion to
the amount of capital held. The right to subscribe may be exercised within a period to be
determined by the board of directors or by the management board, as the case may be,
which may not be less than thirty days from the start of the subscription period which shall
be announced by means of a notice determining the subscription period which shall be
published on the Recueil électronique des sociétés et associations and in one newspaper
published in the Grand Duchy of Luxembourg.
However, where all shares are in registered form, the shareholders may be notified by
registered letter without prejudice to other means of communication which need to be
accepted individually by their addressees and must guarantee [their] information. »
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Art. 430-12.
A statement regarding the capital of the company shall be published once each year, at the
end of the balance sheet.
(Law of 24 April 1983)
[2017/1132/EU art. 4]
«It shall comprise:
1° the number of shares subscribed for;
2° the amounts paid-up;
3° a list of the shareholders who have not yet paid-up their shares, specifying the sums
remaining due from them.»
The publication of this list shall, as regards the changes of the shareholders recorded therein,
have the same effect as a publication made in accordance with Article 100-13.
In the event of an increase of capital, the statement shall indicate a mention of the portion of
the capital which shall not yet have been subscribed for.
Art. 430-13.
Notwithstanding any provision to the contrary, shareholders shall be liable for the total
amount of their shares.
However, a valid transfer of the shares shall release them, vis-à-vis the company, from the
obligation to make any contribution to debts arising after the transfer, and vis-à-vis third
parties they shall be released from the obligation to make any contribution to debts arising
after publication of the transfer.
Every transferor shall have a right of recourse jointly and severally against his immediate
transferees and the subsequent transferees.
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(Law of 24 April 1983)
[2017/1132/EU art. 60]
«Art. 430-15.
(1) (Law of 10 June 2009) Without prejudice to the principle of equal treatment of all
shareholders who are in the same position, (…)75 the company may acquire its own shares,
either itself or through a person acting in its own name but on the company’s behalf, only
subject to the following conditions:
1° the authorisation to acquire shares shall be given by the general meeting, which shall
determine the terms and conditions of the proposed acquisition and in particular the
maximum number of shares to be acquired, the duration of the period for which the
authorisation is given and which may not exceed 5 years and, in the case of acquisition
for value, the maximum and minimum consideration. The board of directors or the
management board shall satisfy themselves that, at the time of each authorised
acquisition, the conditions referred to in points 2° and 3° are respected;
2° the acquisitions, including shares previously acquired by the company and held by it,
and shares acquired by a person acting in his own name but on the company’s behalf,
may not have the effect of reducing the net assets below the amount mentioned in
Article 461-2, paragraphs 1 and 2;
3° only fully paid-up shares may be included in the transaction;»
(Law of 10 August 2016)
4° «the acquisition offer must be made on the same terms and conditions to all the
shareholders who are in the same position, except for acquisitions which were
unanimously decided by a general meeting at which all the shareholders were present
or represented: in addition, listed companies may repurchase their own shares on the
stock exchange without an acquisition offer having to be made to the shareholders.»
(2) (Law of 25 August 2006) «Where the acquisition of the company's own shares is
necessary in order to prevent serious and imminent harm to the company, the condition
under paragraph 1, point 1°, above shall not apply.
In such a case, the next general meeting must be informed by the board of directors or by
the management board, as the case may be, of the reasons for and the purpose of the
acquisitions made, the number and nominal values, or in the absence thereof, the accounting
par value, of the shares acquired, the proportion of the subscribed capital which they
represent and the consideration paid for them.»
(3) (Law of 10 August 2016) «The condition under paragraph 1, point 1°, shall likewise not
apply in the case of shares acquired by either the company itself or by a person acting in its
own name but on behalf of the company for the distribution thereof to the staff of the
company or to the staff of a company with which it is in a control relationship. For the
purposes of this Article, control relationship means the relationship existing between a
parent company and a subsidiary in the cases referred to in Article 1711-1.»
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The distribution of any such shares must take place within twelve months from the date of
their acquisition.»
76 The directive speaks of « fully paid up shares (…) acquired by banks (…) as purchasing commission. »
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(Law of 24 April 1983)
[2017/1132/EU art. 62]
«Art. 430-17.
Any shares acquired in contravention of Articles 430-15 and 430-16 paragraph 1, point 1°,
must be disposed of within a period of one year after the acquisition. Should they not be
disposed of within that period, Article 430-16 paragraph 3 shall apply.»
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(Law of 24 April 1983)
[2017/1132/EU art. 64]
«Art. 430-19.
(1) (Law of 10 June 2009) «A company may not directly or indirectly, advance funds or make
loans or provide security with a view to the acquisition of its shares by a third party except
under the following conditions:
(Law of 10 August 2016)
1° «These transactions take place under the responsibility of the board of directors or of
the management board at fair market conditions, especially with regard to interest
received by the company and with regard to security provided to the company for the
loans and advances referred to above.» The credit standing of the third party or, in the
case of multiparty transactions, of each counterparty thereto shall have been duly
investigated.
(Law of 10 August 2016)
2° «The transactions shall be submitted by the board of directors or the management
board for prior approval to the general meeting deliberating under the same conditions
as for amendments to the articles. The board of directors or the management board
shall present a written report to the general meeting, indicating the reasons for the
transaction, the interest of the company in entering into the transaction, the conditions
on which the transaction is entered into, the risks involved in the transaction for the
liquidity and solvency of the company and the price at which the third party is to acquire
the shares. This report shall be deposited at the register of commerce and companies in
accordance with the provisions of Title I, Chapter Vbis of the amended Law of 19
December 2002 on the register of commerce and companies and the accounting and
annual accounts of undertakings77 and will be published on the Recueil électronique des
sociétés et associations in accordance with Article 100-13, paragraph 3. »
3° The aggregate financial assistance granted to third parties shall at no time result in the
reduction of the net assets below the amount specified in Article 461-2, paragraphs 1
and 2, taking into account also any reduction of the net assets that may have occurred
through the acquisition, by the company or on behalf of the company, of its own shares
in accordance with Article 430-15, paragraph 1. The company shall include, among the
liabilities in the balance sheet, a reserve, unavailable for distribution, of the amount of
the aggregate financial assistance.
4° Where a third party, by means of financial assistance from a company, acquires that
company’s own shares within the meaning of Article 430-15 paragraph 1), or subscribes
for shares issued in the course of an increase in the subscribed capital, such acquisition
or subscription shall be made at a fair price.
(2) (Law of 10 August 2016) «Paragraph 1 shall not apply to transactions concluded by banks
and other financial institutions in the normal course of business nor to transactions effected
with a view to the acquisition of shares by or for the staff of the company or a company
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related to the latter by a controlling relationship. However, such transactions may not have
the effect of reducing the net assets of the company below the aggregate of the capital and
the reserves which may not be distributed under law or the articles.»
(3) Paragraph 1 shall not apply to transactions carried out with a view to acquire shares as
described in Article 430-16, paragraph 1, point 7°.»
78 The term «agréé» [approved], included pursuant to Article 103 of the Law of 18 December 2009 on the audit
profession has been removed by the Law of 23 July 2006 on the audit profession.
79 The law of 10 August 2016 corrected the erroneous reference in French to «paragraph 1er» by a reference to
«paragraph (1) ».The consolidated version of the law resulting from Grand-Ducal Regulation of 5 December 2017
again contains the erroneous reference to «paragraph 1er» which is not reflected herein.
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4° redemption can only be made by using sums available for distribution in accordance
with Article 461-2 or the proceeds of a new issue made with a view to carry out such
redemption;
5° an amount equal to the nominal value, or, in the absence thereof, the accounting par
value, of all the shares redeemed must be included in a reserve which cannot be
distributed to the shareholders except in the event of a reduction in the subscribed
capital; the reserve may only be used to increase the subscribed capital by capitalisation
of reserves;
6° sub-paragraph 5° shall not apply to a redemption using the proceeds of a new issue
made with a view to carry out such redemption;
7° where provision is made for the payment of a premium to shareholders in consequence
of a redemption, the premium may be paid only from sums which are available for
distribution in accordance with Article 461-2, paragraph 1.
8° the redemption shall be published in accordance with (Law of 27 May 2016) «the
provisions of Title I, Chapter Vbis of the amended Law of 19 December 2002 on the
register of commerce and companies and the accounting and annual accounts of
undertakings80».
83 For Luxembourg, these are sociétés anonymes, sociétés en commandite par actions and sociétés à
responsabilité limitée.
84 Reference updated by the Grand Ducal Regulation of 5 December 2017.
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(2) However, where the société anonyme holds a majority of the voting rights only indirectly
or can exercise a dominant influence only indirectly, paragraph 1 does not apply, but in such
case the voting rights attached to the shares in the société anonyme held by the other
company are suspended.
(3) For the purpose of this Article:
1° a société anonyme is deemed to be able to exercise a dominant influence if it:
a) has the right to appoint or dismiss a majority of the members of the administrative
organ, of the management organ or of the supervisory organ, and is at the same
time a shareholder or member of the other company
or
b) is a shareholder or member of the other company and has sole control of the
majority of the voting rights of the other company's shareholders or members
under an agreement concluded with other shareholders or members of that
company.
2° a société anonyme is deemed to indirectly hold voting rights where such voting rights
are held by a company having one of the legal forms referred to in paragraph 1 in which
the société anonyme directly holds a majority of the voting rights
3° a société anonyme is deemed to be able to indirectly exercise a dominant influence on
another company where the société anonyme directly holds the majority of the voting
rights in a company having one of the legal forms referred to in paragraph 1 which
a) has the right to appoint or dismiss the majority of the members of the
administrative organ, of the management organ or of the supervisory organ and is,
at the same time, a shareholder or member of the other company
or
b) is a shareholder or member of the other company and has sole control of the
majority of the voting rights of the other company's shareholders or members
under an agreement concluded with other shareholders or members of that
company.
4° a société anonyme is deemed to hold voting rights where, in application of the articles,
the law or an agreement, it is entitled to exercise the voting rights attached to the
shares of the company and can in fact exercise them.
(4) Paragraph 1 shall not apply where
1° a subscription, acquisition or holding is effected on behalf of a person other than the
person subscribing, acquiring or holding the shares and who is neither the société
anonyme referred to in paragraph 1 nor another company in which the société anonyme
directly or indirectly holds a majority of the voting rights or on which it can directly or
indirectly exercise a dominant influence;
2° (Law of 10 August 2016) «the subscription, acquisition or holding is effected by the
other company referred to in paragraph 1 in its capacity and in the context of its
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activities as a professional dealer in securities, provided that it is a member of a stock
exchange situated or operating within a (Law of 7 August 2023) «Member State»85, or is
authorised or supervised by an authority of a (Law of 7 August 2023) «Member State»
competent to supervise professional dealers in securities which, within the meaning of
this Article, may include credit institutions.»
(5) Paragraph 1 does not apply where the holding of shares in the société anonyme by the
other company referred to in paragraph 1 results from an acquisition made before the
relationship between the two companies corresponded to the criteria laid down in paragraph
1.
However, the voting rights attached to those shares shall be suspended and those shares
shall be taken into account in order to determine whether the condition laid down in Article
430-15, paragraph 1, point 2° is fulfilled.
(6) Article 430-16 , paragraphs 2 and 3, and Article 430-17 shall not apply where shares in a
société anonyme are acquired by the other company referred to in paragraph 1 provided:
1° the voting rights attached to the shares in the société anonyme held by the other
company are suspended
and
2° (Law of 25 August 2006) «the members of the management body of the société
anonyme are obliged to buy back from the other company the shares referred to in
Article 430-16, paragraphs 2 and 3, and in Article 430-17 at the price at which the other
company acquired them; this sanction shall be inapplicable only where such members
prove that the société anonyme played no part whatsoever in the subscription for or
acquisition of the shares in question.»
Art. 441-1.
Sociétés anonymes are managed by agents appointed for a specific period, who may, but are
not required to be shareholders, who may be removed from office and who may receive a
salary or not.
85
Until 31 December 2020, the United Kingdom will be considered as part of the EU in accordance with the EU-UK
Withdrawal Agreement. See also the definition of «Member State» in the sixth paragraph of Article 100-2.
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(Law of 25 August 2006)
[EC Regulation 2157/2001, Art. 43]
«Art. 441-2.
There must be at least three directors86.
However, where the company has been formed by a single shareholder or where it has been
established at a general meeting of shareholders that the company has a single shareholder,
the board of directors can be made up by one member until the ordinary general meeting
following the establishment of the existence of more than one shareholder.
In the société européenne (SE), the number of directors or the rules for determining it shall
be laid down in its articles. However, there must be at least three directors where employee
participation in the société européenne (SE) is regulated in implementation of Council
Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European company
with regard to the involvement of employees87.
They shall be appointed for a term set by the general meeting of shareholders88,89; however,
the first appointment may be made in the constitutive instrument of the company. 90 This
provision shall apply to the société européenne (SE) without prejudice to the employee
participation arrangements determined in implementation of above-mentioned Directive
2001/86/EC91.
86 This number is increased to a minimum of nine for companies which fall within the scope of application of
Article L.426-2 et seq. of the Labour Code which also contain specific derogatory provisions regarding the method
of appointment of such directors.
87 This directive has been implemented in Article L. 441-1 et seq. of the Labour Code.
88 See Title II of Book IV of the Labour Code, Representation of staff in sociétés anonymes.
89 Law of 25 July 1990 concerning the status of directors representing the State or a public legal entity in a société
staff of at least 1,000 during the last three years or (ii) where the government has a financial participation of at
least 25% or has granted a concession for the main activity: see also Article L.426-1 et seq. of the Labour Code.
See also the Law of 25 July 1990 concerning the status of directors representing the government or a public legal
entity in a société anonyme set out in the footnote above.
91 See footnote under preceding paragraph.
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Their term of office may not exceed six years; they may at any time be removed from office
by the general meeting.
In case of vacancy of the office of a director appointed by the general meeting, the remaining
directors so appointed may, unless the articles provide differently, fill the vacancy on a
provisional basis. In such circumstances, the next general meeting shall make the final
appointment. »
Art. 441-4.
Unless the constitutive instrument provides differently, directors may be re-elected : in the
event of a vacancy before the end of a director's term of office, the director appointed shall
serve for the remainder of the term of office of the director whom he replaces.
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Vbis of the amended Law of 19 December 2002 on the register of commerce and companies
and the accounting and annual accounts of undertakings92».
(Law of 25 August 2006)
«Where in a société européenne (SE) a delegation of powers has been validly granted and
where the holder of such delegation passes a deed which is within the limits of such
delegation but belongs to a category of transactions which under the articles of the société
européenne (SE), require an express decision of the board of directors, such holder shall bind
the company without prejudice to damages, where applicable.»
Art. 441-6.
(Law of 10 August 2016)
«The board of directors may decide to create committees, the composition and duties of
which it shall determine and which shall exercise their activities under its responsibility.»93
Art. 441-7.
(Law of 10 August 2016)
«Any director having a direct or indirect financial interest conflicting with that of the
company in a transaction which has to be considered by the board of directors , must advise
the board thereof and cause a record of his statement to be included in the minutes of the
meeting. He may not take part in these deliberations.
At the next following general meeting, before any other resolution is put to vote, a special
report shall be made on any transactions in which any of the directors may have had an
interest conflicting with that of the company.
By derogation to the first sub-paragraph, where the company comprises a single director, the
transactions made between the company and its director having an interest conflicting with
that of the company is only mentioned in minutes.
Where, because of conflicts of interest, the number of directors required by the articles to
decide and vote on the relevant matter is not reached, the board of directors may, unless
otherwise provided for by the articles, decide to refer the decision on that matter to the
general meeting of shareholders.
The preceding paragraphs shall not apply where the decision of the board of directors or by
the single director relates to ordinary business entered into under normal conditions.»
Art. 441-8.
The directors shall not incur any personal obligation by reason of the commitments of the
company.
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Art. 441-9.
(Law of 10 August 2016)
«The directors, the members of the management committee and the directeur général
(managing executive officer) shall be liable to the company in accordance with general law
for the execution of the mandate given to them and for any misconduct in the management
of the company’s affairs.
The directors and members of the management committee shall be jointly and severally
liable towards either the company or any third parties for damages resulting from the
violation of this law or the articles.
The directors and members of the management committee shall be discharged from such
liability in the case of a violation to which they were not a party provided no misconduct is
attributable to them and they have reported such violation, as regards members of the board
of directors, to the first general meeting and, as regards members of the management
committee, during the first meeting of the board of directors after they had acquired
knowledge thereof.
94 In accordance with Article V, paragraph 3) of the Law of 10 August 2016, companies among which a
management body was created upon the entry into force of this law with the name of «comité de direction»
(management committee) must comply with the provisions of Articles 441-11 and 441-12 within 24 months of its
entry into force (i.e. by 24 August 2018).
95 See footnote under Article 100-13 (4).
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(Law of 10 August 2016) «The liability of persons entrusted with day-to-day management for
such management shall be governed by the general rules on mandates.»
(Law of 10 August 2016)
«The persons entrusted with day-to-day management shall be subject to the provisions of
Article 441-7,which shall apply by analogy. Where only one delegate is faced with a conflict
of interests, the decision shall be referred to the board of directors. In the event of a breach
of Article 441-7, the liability of the persons entrusted with day-to-day management may be
incurred pursuant to Article 441-9, sub-paragraph 2, provided that, for the purposes of that
provision, they shall only be discharged from such liability in the case of a violation to which
they were not a party provided no misconduct is attributable to them and they have
reported such violation to the board of directors when they acquired knowledge thereof.»
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(Law of 10 August 2016)
«Art. 441-1298.
Each member of the management committee having a direct or indirect financial interest
conflicting with that of the company in a transaction which has to be considered by the
committee must advise the committee thereof and cause a record of his statement to be
included in the minutes of the meeting. He may not take part in these deliberations.
At the next following meeting of the board of directors, before any other resolution is put to
vote, a special report shall be made on any transactions in which any of the members of the
management committee may have had an interest conflicting with that of the company.
A copy of the minutes shall be transmitted to the board of directors at its next following
meeting.
Where, because of a conflicts of interest, the number of members of the management
committee required to decide and vote on the relevant matter is not reached, the
management committee may decide to refer the decision on that matter to the board of
directors.
Where the directeur général (managing executive officer) has a direct or indirect financial
interest conflicting with that of the company in the context of a decision or a transaction
falling within the scope of his powers and duties, he shall refer the decision to the board of
directors.
The provisions of the preceding sub-paragraphs shall not apply where the decisions of the
management committee relate to ordinary business entered into under normal conditions. »
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(Law of 25 August 2006)
100 The Law of 25 August 2006 has introduced the possibility for a société anonyme to adopt the two tier system
(management board plus supervisory board) as an alternative to the one tier system (board of directors). Article
VIII of such law generally provides that any legal or regulatory provision concerning commercial companies and
which contain a reference to the «board of directors» of a société anonyme must be understood, in the context of
a société anonyme with a management board and a supervisory board to be a reference to the management
board of that company, unless, in consideration of the duties allocated it must be understood as a reference to
the supervisory board.
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(Law of 25 August 2006)
«Art. 442-4.
Where a legal entity is appointed as member of the management board (Law of 10 August
2016) «or the supervisory board», it shall designate a permanent representative to exercise
that duty in the name and for the account of the legal entity.
Such representative is subject to the same conditions and shall incur the same civil
responsibility as if he fulfilled such duty in his own name and for his own account, without
prejudice to the joint and several liability of the legal entity which he represents. The
revocation by such legal entity of its representative is conditional upon the simultaneous
appointment of a successor.
The appointment and termination of the position of a permanent representative are subject
to the same publicity rules as if he acted in his own name and for his own account.»
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(4) Any limitations to the powers conferred upon the management board by the preceding
paragraphs resulting either from the articles of the company or from a decision of the
competent corporate bodies are not valid vis-à-vis third parties, even if they are published.
However, the articles may authorise one or more members of the management board to
represent the company in any instrument or in legal proceedings, either singly or jointly. A
clause to that effect is valid vis-à-vis third parties (Law of 27 May 2016) «subject to the
conditions laid down in Title I, Chapter Vbis of the amended Law of 19 December 2002 on the
register of commerce and companies and the accounting and annual accounts of
undertakings101».
Where in a société européenne (SE) a delegation of powers has been validly granted and
where the holder of such delegation passes a deed which is within the limits of such
delegation but belongs to a category of transactions which under the articles of the société
européenne (SE), require an authorisation of the management board by the supervisory
board, such holder shall bind the company, without prejudice to damages, if any.»
(Law of 10 August 2016)
«(5) The management board may decide to create committees, the composition and duties
of which it shall determine and which shall exercise their activities under its responsibility.»
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(Law of 10 August 2016)
«The persons entrusted with day-to-day management shall be subject to the provisions of
Article 442-18 which shall apply by analogy. In case of a sole delegate faced with a conflict of
interests, the decision shall be referred to the management board. In the event of a breach
of Article 442-18, the liability of the persons entrusted with day-to-day management may be
incurred pursuant to Article 442-10, sub-paragraph 2, provided that, for the purposes of that
provision, they shall only be discharged from such liability in the case of a violation to which
they were not a party provided no misconduct is attributable to them and they have
reported such violation to the management board when they acquired knowledge thereof.»
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(Law of 25 August 2006)
[EC Regulation 2157/2001; Art. 41]
«Art. 442-12.
(1) The supervisory board shall have an unlimited right to inspect all the transactions of the
company; it may inspect, but not remove, the books, correspondence, minutes and in
general all the records of the company.
(2) The management board shall, at least every three months, make a written report to the
supervisory board on the progress and foreseeable development of the company’s business.
(3) In addition, the management board shall promptly pass to the supervisory board any
information on events likely to have an appreciable effect on the company’s situation.
(4) The supervisory board may require the management board to provide information of any
kind which it needs to exercise supervision in accordance with Article 442-11.
(5) The supervisory board may undertake or arrange for any investigations necessary for the
performance of its duties.»
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(Law of 25 August 2006)
«Art. 442-16.
The members of the supervisory board shall be liable to the company in accordance with
general law for the execution of the mandate given to them and for any misconduct in the
supervision of the company’s affairs.
(Law of 10 August 2016) «They shall be jointly and severally liable both towards the company
and any third parties for any damage resulting from the violation of this law or the articles.»
They shall be discharged from such liability in the case of a violation to which they were not a
party provided no misconduct is attributable to them and they have reported such violation
to the first general meeting after they had acquired knowledge thereof.»
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Where, because of a conflict of interest, the number of members required by the articles to
decide and vote on the relevant matter is not reached, the management board or the
supervisory board may, unless otherwise provided for by the articles, decide to refer the
decision on that matter to the general meeting of shareholders.
Where the transaction referred to in the first sub-paragraph gives rise to a conflict of interest
between the company and a member of the management board, it shall in addition require
the authorisation of the supervisory board.
The provisions of the preceding sub-paragraphs shall not apply where the decisions under
consideration relate to ordinary business entered into under normal conditions.»
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(Law of 25 August 2006)
Art. 443-1.104,105
104 In accordance with Article 69 of the Law of 19 December 2002 on the register of commerce and companies and
the accounting and annual accounts of undertakings, the institution of commissaire aux comptes (supervisory
auditor) is removed for companies which have their accounts audited by a réviseur d’entreprises agréé (approved
statutory auditor).
105 The provisions of Article 52 of the Law of 23 July 2016 apply to companies which constitute «public-interest
entities»:
Article 1 (20) of the Law of 23 July 2016 [2006/43/EC Art. 2.13] defines «public interest entities» as follows:
«(a) entities governed by the law of a Member State whose transferable securities are admitted to trading on a
regulated market [for a definition of these terms, see the footnote under Art.420-10 (4)] of any Member State
within the meaning of point 21 of paragraph 1 of Article 4 of Directive 2014/65/EU [MiFID II],
b) credit institutions as defined in point 12 of Article 1 of the amended Law of 5 April 1993 on the financial sector,
other than those referred to in Article 2 of Directive 2013/36/EU,
c) insurance and reinsurance undertakings as defined in Article 32, paragraph 1, points 5 and 9 of the Law of 7
December 2015 on the insurance sector, except for those undertakings and entities referred to in Articles 38, 40
and 42, pension funds referred to in Article 32, paragraph 1, point 14, captive insurance undertakings referred to
in Article 43, point 8, and captive reinsurance undertakings referred to in Article 43, point 9, of the Law of 7
December 2015 on the insurance sector:»
[2006/43/EC Art. 39]
Art. 52. [of the Law of 23 July 2016] «Audit committee»
«(1) Each public-interest entity shall have an audit committee. The audit committee shall be either a stand-alone
committee or a committee of the administrative body or supervisory body of the audited entity. It shall consist of
non-executive members of the administrative body and/or members of the supervisory body of the audited entity
and/or members appointed by the general meeting of shareholders or, for entities which have no shareholders,
by an equivalent body.
The audit committee shall include at least one member who shall have competence in accounting and/or auditing.
The members of the commmitte as a whole shall have competence relevant to the sector in which the audited
entity is operating.
The majority of the members of the audit committee shall be independent from the audited undertaking. The
chairman of the audit committee shall be appointed by the members of the committee or by the supervisory body
of the audited entity, and shall be independent from the audited entity.
(2) In public-interest entities which meet the criteria of Article 2, paragraph 1, points f) and t) of Directive
2003/71/EC [which correspond to Article 2.1 points r) and tbis) of the Law of 10 July 2005 on prospectuses for
securities. These are small and medium sized enterprises and companies with reduced market capitalisations], the
functions assigned to the audit committee may be performed by the administrative or supervisory body as a
whole, provided that when the chairman of such a body is an executive member, he or she is not the chairman of
the audit committee.
(3) Public-interest entities which have a body performing equivalent functions to an audit committee may not
apply paragraph 1 in the conditions determined by the CSSF.
(4) Where all members of the audit committee are members of the administrative or supervisory body of the
audited entity, the audit committee shall be exempted from the independence requirements provided for in
paragraph 1, sub-paragraph 4.
(5) The following are exempted from the obligation to have an audit committee:
a) any public-interest entity which is a subsidiary undertaking within the meaning of Article 2, point 10, of
Directive 2013/34/EU [see Article 1711-1(2) of the Law of 1915], if the entity complies with the requirements
in paragraphs 1 to 4, of Article 11, paragraphs 1 and 2, and Article 16, paragraph 5, of Regulation (EU) No
537/2014 [on specific requirements regarding statutory audit of public-interest entities], at group level;
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The supervision of the company must be entrusted to one or more commissaires 106
[supervisory auditors], who may but are not required to be members.
They shall be appointed by the general meeting of shareholders107.
b) any public-interest entity which is a Luxembourg collective investment undertaking as defined in Article 2
paragraph 2 of the amended Law of 17 December 2010 relating to undertakings for collective investment, or
an alternative investment fund (AIF) within the meaning of Article 1, point 39, of the Law of 12 July 2013 on
alternative investment fund managers;
c) any public-interest entity the sole business of which is to act as issuer of asset backed securities as defined in
Article 2 point 5 of [Commission] Regulation (EC) No 809/2004 [Prospectus Regulation]. In this instance, the
entity shall explain to the public the reasons for which it considers it not appropriate for it to have either an
audit committee or to entrust an administrative or supervisory body with the functions of an audit
committee;
d) any Luxembourg credit institution whose shares are not admitted to trading on a regulated market of any
Member State within the meaning of point 21 of paragraph 1 of Article 4 of Directive 2014/65/EU [MiFID II]
and which has, in a continuous or repeated manner, issued only debt securities, provided that the total
nominal amount of all such debt securities remains below EUR 100,000,000 and that it has not published a
prospectus under Directive 2003/71/EC [Prospectus Directive].
(6) Without prejudice to the responsibility of the members of the administrative or supervisory bodies, or of other
members who are appointed by the general meeting of shareholders of the audited entity, the audit committee
shall, inter alia:
a) inform the administrative or supervisory body of the audited entity of the outcome of the statutory audit and
explain how the statutory audit contributed to the integrity of financial reporting and what the role of the
audit committee was in that process;
b) monitor the financial reporting process and submit recommendations or proposals to ensure its integrity;
c) monitor the effectiveness of the undertaking’s internal quality control and risk management systems and,
where applicable, its internal audit, regarding the financial reporting of the audited entity, without breaching
its independence;
d) monitor the statutory audit of the annual and consolidated financial statements, in particular, its
performance, taking into account any findings and conclusions by the CSSF pursuant to Article 26(6) of
Regulation (EU) No 537/2014 [on specific requirements regarding statutory audit of public-interest entities];
e) review and monitor the independence of the réviseurs d’entreprises agréés [approved statutory auditors] or
the cabinets de révision agréés [approved audit firms] or, where applicable, the cabinets d’audit [audit firms]
in accordance with Articles 19 to 25 of this law [Law of 23 July 2016] and Article 6 of Regulation (EU) No
537/2014 [on specific requirements regarding statutory audit of public-interest entities], and in particular the
appropriateness of the provision of non-audit services to the audited entity in accordance with Article 5 of
that Regulation;
f) be responsible for the procedure for the selection of the réviseur(s) d’entreprises agréé(s) [approved
statutory auditor(s)] or cabinet(s) de révision agréé(s) [approved audit firm(s)] or, where applicable,
cabinet(s) d’audit [audit firm(s)] and formulate recommendations as regards the réviseur(s) d’entreprises
agréé(s) [approved statutory auditor(s)] or cabinet(s) de révision agréé(s) [approved audit firm(s)] or, where
applicable, the cabinet(s) d’audit [audit firm(s)] to be appointed in accordance with Article 16 of Regulation
(EU) No 537/2014 except when Article 16(8) of that Regulation is applied.
The CSSF may specify implementing measures with respect to points a) to f) of this paragraph.»
106 The traditionally used English term for «commissaire aux comptes» was «statutory auditor». The latter term is
however used by the English version of Directive 2006/43/EC to designate the audit professionals approved under
such directive and who are exclusively authorised to carry out statutory audits. In Luxembourg, these
professionals are the «réviseurs d’entreprises agréés» [approved statutory auditors]. This translation will feature
the French terms «commissaire» or «commissaires aux comptes» followed by its proposed translation,
«supervisory auditor», which refers to the duties of the commissaire (i) to supervise management and (ii) to
review the accounts.
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Unless otherwise provided in the constitutive instrument, commissaires [supervisory
auditors] may be re-elected.
Their term of office may not exceed six years; they may be removed at any time by the
general meeting.
The general meeting shall determine the number of commissaires [supervisory auditors] and
their fees.
(Law of 25 August 2006)
«If the number of commissaires [supervisory auditors] falls, as a result of death or otherwise,
to less than one half of the commissaires [supervisory auditors] appointed, the board of
directors or the management board, as applicable, must immediately convene a general
meeting in order to fill the vacancies.»
Art. 443-2.
The commissaires [supervisory auditors] shall have unlimited power of supervision and
control over all of the operations of the company. They may inspect, but not remove, the
books, correspondence, minutes and, in general, all the records of the company.
(Law of 25 August 2006)
«Semi-annually, the board of directors or the management board, as applicable, shall provide
them with a statement summarising the assets and liabilities. The commissaires [supervisory
auditors] must report to the general meeting on the results of the mandate entrusted to
them, making such recommendation as they consider fit, and must inform the meeting of the
method adopted by them for verification of the inventories.
Their liability, insofar as it derives from their duties of supervision and control, shall be
determined according to the same rules as those applicable to the liability of directors or of
the members of the management board.»
The commissaires [supervisory auditors] may arrange to be assisted by an expert for the
purpose of verifying the books and accounts of the company.
The expert must be approved by the company. Failing such approval, the president of «the
Tribunal d’Arrondissement [District Court] dealing with commercial matters» 108 , upon
application by the commissaires [supervisory auditors] served in the form of a writ on the
company, shall select the expert. The president shall hear the parties in chambers and shall
107 For undertakings established in Luxembourg in the form of a société anonyme and (i) generally employing a
staff of at least 1,000 during the last three years or (ii) where the government has a financial participation of at
least 25% or has granted a concession for the main activity: see also Article L.426-12 of the Labour Code: «The
members of the board of directors or of the supervisory board in companies within the scope of Article L.426-1,
including those representing staff, will unanimously appoint a commissaire-réviseur (independent supervisory-
statutory auditor) who will be in addition to the number of supervisory auditors provided for by Article 61 [now
443-1] of the amended Law of 10 August 1915 on commercial companies. He will be appointed for a period
equivalent to the duration of the appointment of the other supervisory auditors; his appointment may be
renewed.»
108 Amended by the Law of 11 August 1996 on the preparation and instruction of private cases (Mém. A - 53 of 20
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issue his ruling as to the appointment of the expert in open court. This ruling need not be
served on the company and is not subject to appeal.
«Section 4 - Rules common to the management bodies, the supervisory board and
the commissaires [supervisory auditors]»
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(4) Each member of the board of directors, of the management board and of the supervisory
board shall be entitled to examine all information submitted to the relevant board.»
(5) (Law of 10 August 2016) «In a société européenne (SE), the supervisory board shall
convene upon notice of its chairman.»
Art. 444-5.
The articles may provide that the directors and the commissaires [supervisory auditors]
together constitute the general board; they shall determine the powers and duties thereof.
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Chapter V - General meetings
109This directive has been implemented in Articles L. 441-1 et seq. of the Labour Code.
110Article 8 of the Law of 1 August 2001 on the circulation of securities and other fungible instruments, as
amended, provides:
«Art. 8. (1) The investor may exercise or cause the exercise of the corporate rights attaching to securities and the
rights of action resulting from the holding of securities upon presentation of a certificate issued by the relevant
accounts’ keeper certifying the number of securities registered in its securities account.
(2) For the purpose of participation to their general meetings, Luxembourg companies may not require the
presentation of securities in bearer form, registration in the register of registered shares or a specific transfer of
dematerialised securities where such securities are registered in a securities account. Evidence of the rights on
the securities results in that case from a certificate issued by the relevant accounts’ keeper certifying the number
of securities held in the securities account and, as the case may be, their blockage until a certain date. The
company may, in its rules regarding the holding of shareholder meetings, provide that investors must, upon
request, produce documentary evidence of the registration of the securities throughout the chain of holding of
the securities.
(3) If an accounts’ keeper, or as the case may be, a foreign accounts’ keeper, or a third party designated by such
accounts’ keeper is registered in the register of registered shares of the issuer, such accounts’ keeper or
designated third party may, based on the instructions it receives, exercise the voting rights attaching to the
securities for which it is inscribed in the register.
(4) If a third party, other than the investor, intends to participate in the vote, the issuer may, if its articles, the
terms and conditions of the issue or the conditions for convening the shareholder meeting provide therefor,
require the identification of the investor(s) who gave the voting instructions. Should the issuer’s request not be
satisfied, the bureau of the meeting may deprive the relevant person of the exercise of the voting right.
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such provisions, appointments shall be made and resolutions shall be adopted in accordance
with the ordinary rules of deliberating assemblies; minutes shall be signed by the bureau of
the meeting and by the shareholders who request to do so; copies to be delivered to third
parties shall be certified as conforming to the original by the notary having custody of the
relevant original deed, in case the proceedings of the meeting have been recorded in a
notarial deed, or by the person designated for that purpose by the articles, failing which by
the chairman of the board of directors or of the management board, as the case may be, or
by the person replacing him, such persons being liable for any damage which may result from
their incorrect certification.
(Law of 10 August 2016) «An attendance list shall be drawn up at each general meeting.»
If the company comprises only one shareholder, his decisions shall be recorded in minutes.»
(3) (Law of 25 August 2006) «Every shareholder shall, notwithstanding any provision to the
contrary, but in conformity with the provisions of the articles, be entitled to vote personally
or by proxy. Subject to the articles providing therefor, shareholders participating in the
meeting by way of video conference or by way of telecommunication means permitting their
identification, shall be deemed to be present for the calculation of quorum and majority.
Such means shall satisfy technical characteristics which ensure an effective participation in
the meeting whose deliberations shall be on-line without interruption.
(4) The articles may authorise any shareholder to cast its vote by mail by means of a voting
form the mentions of which shall be laid down in the articles.
Voting forms which indicate neither the direction of a vote nor an abstention are void.
For the calculation of the quorum, only those voting forms shall be taken into account which
have been received by the company prior to the general meeting of shareholders, within the
period provided by the articles.»
The issuer does not have an obligation to verify the existence or the content of the instructions given to the third
party who casts a vote.»
The terms below are defined as follows by Art. 2 of the Law of 1 August 2001:
«accountholder»: «a person on whose behalf an accounts’ keeper keeps a securities account, whether such
person acts on his or her behalf or on behalf of third parties»;
«accounts’ keeper»: is defined in an identical manner in Article 1 of the Law of 2013, see footnote under Art.
42bis;
«foreign accounts’ keeper»: is defined in an identical manner in Article 1 of the Law of 2013, see footnote under
Art. 42bis;
«investor»: «the accountholder who does not act as an accounts’ keeper on behalf of another person»;
«relevant accounts’ keeper»: «designates, with respect to a securities account, the accounts’ keeper or, as the
case may be, the foreign accounts’ keeper who keeps the securities account for the accountholder»;
«securities account»: «an account held by the accounts’ keeper on which securities may be credited and from
which securities may be debited. The issuance account held by a settlement institution or a central account
keeper does not constitute a securities account».
Also, the terms «securities», «dematerialised securities» and «issuer» used in Article 8 of the Law of 1 August
2001 as reproduced above are not defined in the Law of 1 August 2001 but in the Law of 6 April 2013, without
there being any formal reference to the latter in the Law of 2001. For the definitions of «dematerialised securities
»and «securities», see footnotes sub art. 430-8 and 430-12, respectively, «issuer» being defined as: «any person,
including a common fund, which issues securities».
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(5) Every shareholder may, notwithstanding any clause to the contrary in the (Law of 10
August 2016) «articles», take part in the deliberations, with a number of votes equal to the
number of shares held by him, without limitation111.
(Law of 10 August 2016)
«Where shares do not have an equal value or where there is no indication of value, each
share, unless otherwise provided for in the articles, shall ipso jure carry the right to a number
of votes proportionate to the corporate capital represented by it with one vote being
allocated to the share which represents the lowest proportion; fractions of votes shall not be
taken into account, except in the cases provided for in Article 450-4.»
(6) (Law of 25 August 2006) «The board of directors or the management board, as applicable,
is entitled to adjourn a meeting, while in session, to four weeks112. (Law of 10 August 2016)
«It must do so at the request of one or more shareholders representing at least one-tenth of
the capital of the company.» Any such adjournment, which shall also apply to general
meetings called for the purpose of amending the articles, shall cancel any resolution passed.
The second meeting shall be entitled to pass final resolutions provided that, in cases of
amendments to the articles, the conditions as to quorum laid down in Article 450-3 are
fulfilled.»
(7) If an ordinary general meeting, which is adjourned, was convened for the same day as a
general meeting convened to amend the articles and if the latter is not quorate, the first
meeting may be adjourned to a sufficiently remote date for it to be possible to reconvene the
two meetings for the same day, provided however that the period of the adjournment may
not exceed six weeks.
(8) The exercise of voting rights attached to shares in respect of which calls have not been
paid shall be suspended until such time as those calls which have been duly made and are
payable, shall have been paid.»
(Law of 10 August 2016)
«(9) The articles may provide that the board of directors or the management board, as the
case may be, may suspend the voting rights of each shareholder who is in default of his
obligations under the articles or his deed of subscription or deed of commitment.
Each shareholder, in his personal capacity, may undertake not to exercise all or part of his
voting rights for a period of time or indefinitively. Such an undertaking binds the waiving
shareholder and will bind the company upon its notification to the company.»
(Law of 7 August 2023)
«Voting rights which have been suspended and voting rights whose waiver has been notified
to the company in accordance with this Article shall not be taken into account when
calculating the quorum and majorities in general meetings. »
111 See however Art. 28 of the Law of 11 January 2008 on transparency requirements on issuers of securities,
Article 11(1) and (2) of the Law of 6 April 2013 on dematerialised instruments and Article 430-6(5) above as well
as Art. 6(3) and (4) of the Law of 28 July 2014 regarding the immobilisation of bearer shares and units as set forth
in the footnote under Article 430-6 (7).
112 See also Art. 29 of the Law of 11 January 2008 on transparency requirements on issuers of securities.
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(Law of 10 August 2016)
«Art. 450-2.
(1) The exercise of voting rights may be the subject of agreements among shareholders.
But the following shall be void:
1° agreements which are in violation of the provisions of the present law or are contrary to
the corporate interest;
2° agreements by virtue of which a shareholder undertakes to vote in accordance with the
directions given by the company, by a subsidiary or by any of the corporate bodies of
such companies;
3° agreements by virtue of which a shareholder undertakes towards those same companies
or those same corporate bodies to approve the proposals made by the corporate bodies
of the company.
(2) Votes cast in a general meeting pursuant to the agreements referred to in paragraph 1,
sub-paragraph 2, shall be void. Such votes shall invalidate any resolutions passed unless such
votes have no impact on the result of the vote. The action for nullity shall lapse six months
after the vote.»
113 See Article 6(3) and (4) of the Law of 28 July 2014 regarding the immobilisation of bearer shares and units, as
set forth in the footnote under Article 430-6 (7)
114 See preceding footnote.
115 See footnote under Article 420-22 (1) referring to the case of capital conversion into euro as well as the
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Cast votes shall not include votes attaching to shares in respect of which the shareholder has
not taken part in the vote or has abstained or has returned a blank or invalid vote.»116
Art. 450-4.
Where there is more than one class of shares and the resolution of the general meeting is
such as to change the respective rights thereof, the resolution must, in order to be valid, fulfil
the conditions as to attendance and majority laid down in the foregoing Article with respect
to each class.
116 This paragraph was followed by a paragraph repealed by the Law of 10 August 2016.
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(5) Where the reduction of capital results in the capital being reduced below the legally
prescribed minimum, the meeting must at the same time resolve to either increase the
capital up to the required level or transform the company.»
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Art. 450-8.
(Law of 10 August 2016)
«At least one general meeting must be held in the Grand Duchy of Luxembourg every year.
The meeting must be held within six months of the end of the financial year and the first
general meeting may be held within eighteen months following the incorporation of the
company.
The board of directors, the management board, as the case may be, as well as the
supervisory board and the commissaires [supervisory auditors] may convene the general
meeting. They shall be obliged to convene it so that it is held within a period of one month,
where shareholders representing one-tenth of the corporate capital request them to do so
by means of a written request with an indication of the agenda.
The directors, the members of the management board and of the supervisory board, as the
case may be, and the commissaires [supervisory auditors] may be convened to meetings
which they shall not have convened themselves and shall in any case be authorised to take
part in such meetings. The réviseurs d'entreprises agréés [approved statutory auditors]
appointed by the general meeting may be convened to take part in the meetings. These
convening notices shall be made in the manner and within the time limits provided for in this
Article.
Where, in accordance with Article 450-1, the meeting is held with shareholders who are not
physically present, the meeting shall be deemed to be held at the registered office of the
company.
If, following the request made by the shareholders pursuant to the second sub-paragraph,
the general meeting is not held within the prescribed period, the meeting may be convened
by an agent appointed by the judge presiding the chamber of the Tribunal d’Arrondissement
[District Court] dealing with commercial matters and sitting as in urgency matters on the
application of one or more shareholders who together hold the aforementioned proportion
of the corporate capital.
One or more shareholders who together hold at least 10 percent of the subscribed capital
may request that one or more additional items be put on the agenda of any general meeting.
This request shall be sent to the registered office by registered mail at least five days prior to
the holding of the meeting.
The convening notices for every general meeting shall contain the agenda and shall take the
form of announcements filed with the register of commerce and companies and published
on the Recueil électronique des sociétés et associations and in a newspaper published in the
Grand Duchy of Luxembourg at least fifteen days before the meeting.
The convening notices shall be communicated to registered shareholders at least eight days
before the meeting. This communication shall be made by post unless the addressees have
individually agreed to receive the convening notices by way of another means of
communication. No proof need be given that this formality has been complied with.»
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(Law of 10 August 2016)
«Art. 450-9.
Where all the shares are in registered form, the company may for any general meeting
communicate the convening notices at least eight days before the meeting by registered
letters only, without prejudice to other means of communication which need to be accepted
on an individual basis by their addressees and to warrant notification. The provisions of the
law prescribing the publication of the convening notices on the Recueil électronique des
sociétés et associations or in a newspaper of the Grand Duchy of Luxembourg shall not apply
in that case.»
«Art. 461-1.
(Law of 25 August 2006)
«Each year, (Law of 23 March 2007) «the board of directors» or the management board, as
applicable, must prepare an inventory indicating the value of all the movable and immovable
assets of, and all the debts owed to and by, the company, with an annex summarising all its
commitments, and the debts of the officers, directors, members of the management board,
as applicable, members of the supervisory board and commissaires [supervisory auditors] of
the company.
(Law of 23 March 2007) «The board of directors» or the management board, as applicable,
prepares the annual accounts in which the necessary depreciation charges must be made.
The balance sheet shall separately mention fixed assets and current assets and, on the
liability side, the debts of the company towards itself, bonds, indebtedness secured by
mortgages or pledges and indebtedness without the benefit of security on assets.
Each year at least one-twentieth of the net profits shall be allocated to the creation of a
reserve; this allocation shall cease to be compulsory when the reserve has reached an
amount equal to one-tenth of the corporate capital, but shall again be compulsory if the
reserve falls below such one-tenth.
118 For a definition of this term, see footnote under Article 430-12.
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One month before the ordinary general meeting, (Law of 23 March 2007) «the board of
directors or the management board, as applicable, shall deliver documentary evidence,
together with a report on the business of the company, to the commissaires [supervisory
auditors] who must prepare a report setting forth their proposals.»
119 Articles 53, 59 and 72ter of the Law of 19 December 2002 on the register of commerce and companies and the
accounting and annual accounts of undertakings set out in Annex I which contain further limitations may also be
relevant.
120 See note under Art. 461-2 (1).
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3° the decision of the board of directors or the management board, as applicable, to
distribute an interim dividend may not be taken more than two months after the date at
which the interim accounts referred to in point 1° above have been made up;121
4° (Law of 18 December 2009) «in their report to the board of directors or the
management board, as applicable, the commissaires [supervisory auditors] or the
réviseur d’entreprises (…) 122 [statutory auditor] shall verify whether the above
conditions have been satisfied.»
(2) Where the payments on account of interim dividends exceed the amount of the dividend
subsequently decided upon by the general meeting, they shall, to the extent of the
overpayment, be deemed to have been paid on account of the next dividend.»»
121 The following sub-paragraph has been repealed by the Law of 23 March 2007.
122 The term «agréé» [approved] was deleted by the Law of 23 July 2016 on the audit profession.
123 Article 56.7 of Directive 2017/1132/EU provides that a note to that effect is to be included in the annual
accounts of the company in case of a distribution by it «when its net assets fall below the amount specified» in
Article 461-2 (1).
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have received it if the company proves that the shareholders knew of the irregularity of the
distributions made in their favour or could not, in the circumstances, have been unaware of
it.»
124 See Chapter II of Title II of the Law of 19 December 2002 on the register of commerce and companies and the
accounting and annual accounts of undertakings.
125 See Article 68 and Article 68bis of the Law of 19 December 2002 on the register of commerce and companies
the Law of 19 December 2002 on the register of commerce and companies and the accounting and annual
accounts of undertakings.
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(Law of 25 August 2006)
«Art. 461-7.
The general meeting shall hear the reports of the directors or of the management board, as
applicable, as well as the report of the commissaires [supervisory auditors] and shall discuss
the annual accounts.
After adoption of the annual accounts, the general meeting shall vote specifically as to
whether discharge is given to the directors or to the members of the management board and
of the supervisory board, as applicable, as well as to the commissaires [supervisory auditors].
Such discharge shall be valid only if the annual accounts contain no omission or false
information concealing the true situation of the company and, with regard to any acts carried
out which fall outside the scope of the articles, if they have been specifically indicated in the
convening notice.»
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4° «the words «Registre de commerce et des sociétés, Luxembourg» or the initials «R.C.S.
Luxembourg» followed by the registration number127.
If the above documents state the capital of the company, that statement shall take into
account any decrease which it may have suffered according to the results of the various
successive balance sheets and shall indicate both the portion not yet paid-up and, in the case
of an increase of capital, the portion which has not yet been subscribed to.
Any change of the registered office shall be published by the directors or the members of the
management board, as applicable, in the (Law of 27 May 2016) «Recueil électronique des
sociétés et associations.»
Art. 462-2.
Any agent acting on behalf of a société anonyme in respect of which the requirements of the
foregoing Article are not fulfilled may, depending on the circumstances, be declared
personally liable for the commitments entered into therein by the company. In the event of
overstatement of the capital or the failure to mention the portion not yet paid-up or
subscribed to or the incorrect mention thereof, the third party, in case of failure by the
company, shall be entitled to claim from such agent, a sum sufficient to ensure that he is
placed in the same position as if the stated capital had been the true capital and had been
paid-up or subscribed to in full or to the extent indicated.
127 See also Art. 34 of the Law of 2 September 2011 regulating the access to the professions of craftsman,
merchant, manufacturer and certain liberal professions.
128 Former article 79 has been repealed by the Law of 10 August 2016 and former Articles 80 to 83 which
preceded this Article 470-1 have been repealed by the Law of 10 July 2005.
129 This sub-paragraph was followed by a sub-paragraph repealed by the Law of 10 August 2016.
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A certified true copy of the instrument delegating authority to a person who is not a member
of the board of directors or of the management board, as applicable, shall be previously filed
in accordance with (Law of 27 May 2016) «the provisions of Title I, Chapter Vbis of the
amended Law of 19 December 2002 on the register of commerce and companies and the
accounting and annual accounts of undertakings130».131
(Law of 6 April 2013)
«Global bond certificates taking the form of global bearer certificates deposited with a
securities settlement system may be executed by one or more persons authorised to do so
by the issuing company. (Law of 7 August 2023) «The number of bonds represented» by
these certificates must be determined or be capable of being determined.»
(Law of 10 August 2016) «The provisions of Articles430-4, 430-7 and 430-8 sub-paragraphs 2,
3 and 4 are applicable to bonds.»
Art. 470-2.
Holders of bonds shall be entitled to examine the documents filed in accordance with Article
461-6. (Law of 10 August 2016) «Unless otherwise provided for by the articles,» they may
attend general meetings but only with a right to speak.
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4° (Law of 18 December 2009) «members of the board of directors, of the management
board or of the supervisory board, commissaires [supervisory auditors], réviseurs
d’entreprises agréés [approved statutory auditors], and representatives of the
aforementioned companies.»
(4) The general meeting of bondholders may dismiss the group representatives. They may
also be removed for just cause by the judge presiding the chamber of the Tribunal
d'Arrondissement [District Court] dealing with commercial matters in the district in which the
registered office of the company is located, and sitting as in urgency matters, at the
application of the company or of any bondholder.»
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(Law of 9 April 1987)
«Art. 470-6.
By way of derogation from Article 470-5, first paragraph, the issuer may, at the time of issue,
appoint one or more persons entrusted with specific mandates on behalf of the bondholders'
group, without their powers exceeding those provided for in Article 470-5.»
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(Law of 9 April 1987)
«Art. 470-10.
The meeting shall comprise the bondholders forming part of the same group. However,
where a matter is common to bondholders belonging to several groups, they shall be
convened to a single meeting.»
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7° agree to the substitution of bonds by shares of the company;
8° agree to the substitution of bonds by shares or bonds of other companies;
9° resolve to constitute a fund for the purpose of protecting common interests;
10° adopt any other measures whose purpose is to ensure the defence of the common
interests of the bondholders or the exercise of their rights.
The decisions provided for under points 5°, 6°, 7° and 8°, may be taken only if the capital of
the company has been fully called. (Law of 18 December 2009) «In the same case, and in the
circumstances envisaged under point 4°, the meeting may adopt decisions only if there has
been tabled before it a statement, audited and certified by the commissaires [supervisory
auditors] or the réviseurs d’entreprises agréés [approved statutory auditors], summarising
the assets and liabilities of the company as at a date which shall not be more than two
months before the date of the decision, accompanied by a report of the board of directors or
of the management board, as applicable, justifying the proposed measures.»
Where the substitution of shares for bonds implies an increase in the capital of the company,
it may take effect only if the said increase is resolved upon by the general meeting of
shareholders no later than three months after the decision of the meeting of bondholders.
The adopted resolutions shall be published in the form of extracts in accordance with Article
100-13.»
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(Law of 9 April 1987)
«Art. 470-16.
Where one or more representatives of the bondholders' group have been appointed in
accordance with Article 470-4, bondholders may no longer exercise their rights individually.
Where one or more representatives of the bondholders' group are appointed during the
term of the loan, individual actions already commenced shall terminate unless the
representative or representatives of the group continue the same within six months after
their appointment.
Bondholders shall retain the right to pursue the enforcement of final judgements obtained
before the appointment of one or more representatives of the bondholders' group.»
132 Updated of the cross reference to the current law made by the Grand Ducal Regulation of 5 December 2017.
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Tribunal d'Arrondissement [District Court] dealing with commercial matters. Payment in
respect of the proxies bearing specific names shall be made against a receipt given by the
payees; bearer mandates shall be paid upon a receipt having been given by the
representatives of the group.
No proxies may be issued by the representatives of the group unless the bond is presented.
The representatives shall mark on the bond the sum in respect of which they issue a proxy.»
Art. 470-21.
(Law of 7 August 2023) «Except if expressly provided differently in the deed of issue or the
loan agreement in the form of bonds, a termination condition is implicitly included in y the
deed of issue or the loan agreement where they are governed by Luxembourg law, in the
event either of the parties faills to satisfy its obligations.»
In such case, the contract shall not be terminated ipso jure. The party against whom the
obligation is in default shall have the option either of enforcement in kind of the agreement
where this is possible or to apply for termination thereof with damages.
Such termination must be sought by application to the courts and the defendant may be
granted a grace period, depending on the circumstances.
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(Law of 23 March 2007)
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In the event of any infringement of the foregoing provisions, the directors or the members of
the management board, as applicable, may be declared personally and jointly and severally
liable vis-à-vis the company for all or part of the increase of the loss.»
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(Law of 25 August 2006)
Section 1 - Procedure for the transfer of the registered office from the Grand Duchy
of Luxembourg to another Member State.»
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of commerce and companies and the accounting and annual accounts of undertakings136»,
two months at least before the date of the general meeting called upon to decide on the
transfer proposal.»
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If the security is not provided within the time limit prescribed, the claim shall become
immediately due and payable.»
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(Law of 25 August 2006)
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(Law of 25 August 2006)
[EC Regulation 2157/2001, Art. 8.11.]
«Art. 492-5.
When the new registration of the société européenne (SE) has been effected, the registry for
its new registration shall notify the registry for its old registration.
Deletion of the old registration shall be effected on receipt of that notification, but not
before.»
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duties of the board of directors or of the person(s) entrusted with the day-to-day
management shall be exercised and performed by the president of the société par actions
simplifiée or by the officer(s) who is(are) designated by the articles for that purpose.»
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(Law of 10 August 2016)
«Art. 500-6.
The president or the directeurs (executive officers) of the société par actions simplifiée shall
not incur any personal obligation by reason of the commitments of the company.
The rules which determine the liability of the members of the board of directors or of the
management board of sociétés anonymes shall apply to the president and to the directeurs
(executive officers) of sociétés par actions simplifiées.»
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Title VI - Sociétés en commandite par actions
(Corporate Partnerships Limited By Shares)
Art. 600-1.
(Law of 12 July 2013)
«A société en commandite par actions is a company established by contract, for a limited or
an unlimited period, between one or more shareholders who are indefinitely and jointly and
severally liable for the obligations of the company and one or more shareholders who only
contribute a specific share of capital.»
139 The plural « les sociétés européennes »has been reintroduced by the Law of 7 August 2023.
140 Former article 104 which followed this Article has been repealed by the Law of 12 July 2013.
141 See also Art. 34 of the Law of 2 September 2011 regulating the access to the professions of craftsman,
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The penalties provided for in Article 462-2 shall apply to any agent acting on behalf of the
company in circumstances where these provisions are not complied with.»
Art. 600-5.
(Law of 12 July 2013)
«Management of the company is carried out by one or more managers, who may but need
not be unlimited members, designated in accordance with the articles. (Law of 10 August
2016) «Where one or more managers are legal entities, they shall not be obliged to appoint
an individual as permanent representative.»
Managers who are not unlimited partners shall be liable in accordance with Article 441-9.
The articles may allow the managers to delegate their powers to one or more proxies who
are liable only for the performance of their mandate.
Unless otherwise provided in the articles, each manager may on behalf of the company take
any action necessary or useful to the fulfilment of the corporate object. Any restrictions
provided in the articles with respect to the powers of the managers are not valid vis-à-vis
third parties, even if they are published. However, the articles may authorise one or more
managers to represent the company, either singly or jointly, and a clause to that effect is
valid vis-à-vis third parties subject to the conditions laid down in «Title I, Chapter Vbis of the
amended Law of 19 December 2002 on the register of commerce and companies and the
accounting and annual accounts of undertakings»142.
The company shall be bound by any acts of the manager(s), even if such acts exceed the
corporate object, unless it proves that the third party knew that the act exceeded the
corporate object or could not, in view of the circumstances, have been unaware of it.
Each manager represents the company vis-à-vis third parties and in legal proceedings, either
as plaintiff or as defendant.
Writs served on behalf of or upon the company shall be validly served in the name of the
company alone.»
Art. 600-6.
(Law of 12 July 2013)
«A limited partner may enter into any transaction with the société en commandite par
actions without his capacity as limited partner affecting his rank as unsecured or preferred
creditor under the terms of the relevant transaction.
He shall be prohibited from carrying out any act of management vis-à-vis third parties.
142Amended by Article 20, the “catch all” provision of the Law of 27 May 2016. See footnote under Article 100-13
(4).
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A limited partner shall be jointly and severally liable, vis-à-vis third parties, for any
commitments of the company in which he participated in violation of the prohibition
contained in the foregoing paragraph.
He shall also be jointly and severally liable vis-à-vis third parties for commitments in which he
did not participate, if he has regularly carried out acts of management vis-à-vis such third
parties.
Do not constitute acts of management for which the limited partner is jointly and severally
liable vis-à-vis third parties: the exercise of partner prerogatives, the providing of opinions or
advice to the company, to its affiliates or to their managers, the carrying out of any control or
supervisory measures, the granting of loans, guarantees or securities or the giving of any
other type of assistance to the partnership or its affiliates, as well as the giving of any
authorisation to the managers in the cases provided for in the articles, for acts outside their
powers.
The limited partner may act as a member of a management body or as a proxy of a manager
of the company, even if that manager is an unlimited partner, or may execute documents on
the manager’s behalf under the latter’s corporate signature, even acting in the capacity of a
representative of the company, without incurring as a result unlimited and joint and
severable liability for the obligations of the partnership, provided that the capacity in which
he acts as representative is indicated.»
Art. 600-7.
Supervision of the company must be entrusted to at least three commissaires [supervisory
auditors].
Art. 600-8.
The supervisory board may give its opinion on any matters which the managers refer to it
and it may authorise acts which fall outside their powers.
Art. 600-9.
(Law of 12 July 2013)
«Subject to any contrary provision of the articles, the general meeting of shareholders shall
adopt and ratify measures affecting the interests of the company vis-à-vis third parties or
amending the articles with the agreement of the unlimited partners only.»
Art. 600-10.
(Law of 12 July 2013)
In the event of death, dissolution, legal incapacity, removal, resignation, inability to act,
bankruptcy or other situations of the unlimited partner, if there is no other one and if it has
been provided that the company is to continue to exist, the vacancy shall be filled. Unless
otherwise specifically provided for (Law of 7 August 2023) «in the articles», the judge
presiding the chamber of the Tribunal d’Arrondissement [District Court] dealing with
commercial matters may appoint, at the request of any interested parties, a temporary
administrator, who may but need not be a partner, who shall take all urgent and purely
administrative measures alone, until the resolution of the partners, which this administrator
shall have passed within two weeks following his appointment. The administrator shall be
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liable only for the performance of his mandate. Any interested party may object to the order;
the objection shall be notified both to the company as well as to the person appointed and to
the person who applied for the appointment. The proceedings regarding the objection shall
be heard as in the urgency court.»
143 Neither may credit institutions, see Art. 4 of the Law of 5 April 1993 on the financial sector.
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In the second case, articles 1865, 5° and 1869 of the Civil Code shall not apply. Application for
dissolution of the company may however be made to the court for just cause. Except in the
case of dissolution by court order, dissolution of the company may take place only pursuant
to a decision adopted by the general meeting in accordance with the conditions laid down for
amendments to the articles.» (Law of 10 August 2016) «Article 1865bis, sub-paragraphs 2 et
seq. of the Civil Code shall apply.»
144This sub-paragrah was followed by two sub-paragraphs repealed by the Law of 18 December 1992 and the Law
of 10 August 2016, respectively.
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(4) The managers of the company may decide not to pay all or part of the distributions due
upon redemption of units if, as a result thereof, the company is likely not to be able to meet
its obligations when these become due. The decision of the managers of the company not to
pay distributions in accordance with the foregoing shall suspend, until otherwise decided by
the managers, the relevant obligation of the company towards the members concerned.
(5) A redemption of corporate units by the company may only be carried out in accordance
with the principle of equal treatment of all the members who are in the same position.
(6) The voting rights and the financial rights attaching to redeemed units shall be suspended
during the period where they are held by the company. The same shall apply if the company
causes its units to be redeemed by a subsidiary undertaking within the meaning of Article
1711-1, paragraph 2. (Law of 7 August 2023) «Redeemed shares are not taken into account
for the calculation of quorums and majorities in meetings or written consultations. »
(7) The articles may authorise the managers to cancel corporate units redeemed by the
company and to decide a corresponding capital reduction. In that case, the managers shall
cause the capital reduction to be recorded by notarial deed. The notarial deed shall be drawn
up within one month of the cancellation and the corresponding capital reduction decided by
the managers.»
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(Law of 18 September 1933)
«Art. 710-7.
(Law of 10 August 2016)
«(1) The instrument constituting the company shall indicate:
1° the identity of the natural or legal person or persons by whom or on whose behalf it has
been signed;
2° the form of the company and its denomination;
3° the registered office;
4° the corporate object;
5° the amount of the subscribed capital;
6° the classes of units, where several classes exist, the rights attaching to each class and
the number of units subscribed for;
7° particulars of each contribution in kind, the conditions on which it is made, the name of
the contributor;
8° the reason for, and the extent of, any special advantages conferred at the time of
incorporation of the company upon any person who participated in its incorporation;
9° if applicable, the number of securities or units which do not represent the stated capital,
as well as the rights attaching thereto, in particular the right to vote at general meetings;
10° insofar as they are not provided for by law, the rules determining the number and
method of appointment of the members of the corporate bodies responsible for
representing the company with regard to third parties, managers, supervision or control
of the company and the allocation of powers among such corporate bodies;
11° the duration of the company;
12° at least the approximate amount of the costs, expenses and remuneration or charges of
whatever form, which are payable by the company or chargeable to it by reason of its
incorporation.
(2) Contributions in kind may be remunerated by units which represent the corporate capital
only if they consist of assets capable of economic assessment, excluding assets consisting of
undertakings to perform work or provide services.
(3) The founders within the meaning of Article 420-16, sub-paragraph 2, and, in the event of
an increase of the corporate capital, the managers, shall be jointly and severally liable
towards all interested parties, notwithstanding any provision to the contrary for:
1° any portion of the capital which will not have been validly subscribed for as well as for
any outstanding balance between the minimum capital required by Article 710-5 and
the amount subscribed for; they shall ipso jure be deemed to be subscribers thereof;
2° the full and complete effective payment of the corporate units and of the portion of the
capital for which they are deemed to be subscribers pursuant to point 1°;
3° the indemnification of any damage which is the immediate and direct result of either the
avoidance of the company by application of Article 100-18 or the omission or
incorrectness of the statements prescribed by paragraph 1.
Any person who enters into a commitment for a third party mentioned by name in the
instrument, either as agents or as surety, shall be deemed to be personally committed if he
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has no valid mandate or if the commitment is not ratified within two months of the
commitment. The founders shall be jointly and severally liable for such commitments. »
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Neither the corporate units nor profit units may be represented by negotiable instruments
whether in registered or bearer form or to order, but only by participation certificates in the
name of a specific person. They may only be transferred in accordance with the substantive
and procedural conditions provided for in the two following Articles.»
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in the articles, they may be removed, regardless of the method of their appointment, for
legitimate reasons only. »
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valid vis-à-vis third parties, even if they are published.
The clause by virtue of which the day-to-day management is delegated to one or more
persons acting either alone or jointly shall be valid vis-à-vis third parties under the conditions
referred to in Title I, Chapter Vbis of the amended Law of 19 December 2002 on the register
of commerce and companies and the accounting and annual accounts of undertakings147.
The delegation to a manager shall entail the obligation for the managers to report each year
to the general meeting or to the members on the salary, fees and any advantages granted to
the delegate.
The liability of persons entrusted with day-to-day management for such management shall
be governed by the general rules on mandates.
(5) The company shall be bound by any acts of the managers, the manager authorised to
represent it in accordance with paragraph 1, sub-paragraph 4, or the person entrusted with
day-to-day management, even if such act exceed the corporate object, unless it proves that
the third party knew that the acts exceeded the corporate object or could not, in view of the
circumstances, have been unaware of it, without the mere publication of the articles being
sufficient to constitute such proof148.
(6) Articles 441-7 and 444-6 apply to managers.»
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(Law of 18 September 1933)
«Art. 710-18.
No decision shall be validly adopted in the two cases envisaged in the foregoing Article unless
it has been adopted by members representing more than half of the corporate capital.
Unless otherwise provided for in the articles, if that figure is not reached at the first meeting
or first written consultation, the members shall be convened or consulted a second time, by
registered letter, and decisions shall be adopted by a majority of the votes cast, regardless of
the portion of capital represented149.»
149
See footnote under Article 420-22 (1) in case of conversion of share capital expressed in one of currencies of
one of the member states of the European Community having adopted the common currency into euro.
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(2) Votes cast in a general meeting or in the written procedure provided for in Article 710-17,
sub-paragraph 2, pursuant to the agreements referred to in paragraph 1, sub-paragraph 2,
shall be void. Such votes shall invalidate any resolution passed unless they have no impact on
the result of the vote.
The action for nullity shall lapse six months after the vote.»
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(Law of 18 September 1933)
«Art. 710-23.
Each year, management must prepare an inventory indicating all the movable and
immovable assets of and all debts owed to and by the company, with an annex summarising
all its commitments, and the debts of the managers, commissaires [supervisory auditors] and
members towards the company.
Management prepares the balance sheet and the profit and loss account in which the
necessary depreciation charges must be made.
The balance sheet shall separately mention fixed assets and the current assets and, on the
liability side, the debts of the company towards itself, bonds, indebtedness secured by
mortgages or pledges and indebtedness without the benefit of securities on assets. It shall
specify on the liability side the amount of the indebtedness towards members.
Each year, at least one-twentieth of the net profits shall be allocated to the creation of a
reserve; the allocation shall cease to be compulsory when the reserve has reached an
amount equal to one-tenth of the corporate capital, but shall again become compulsory if
the reserve falls below such one-tenth.
The balance sheet and profit and loss account shall be submitted to the members for
approval who shall vote specifically as to whether discharge is to be given to the
management and the members of the supervisory board, if any.»
151Articles 53 and 72ter of the Law of 19 December 2002 on the register of commerce and companies and the
accounting and annual accounts of undertakings set out in Annex I which contain further limitations may also be
relevant.
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carried forward and sums drawn from reserves available for this purpose, less losses
carried forward and any sums to be placed to reserve pursuant to the requirements of
the law or of the articles;
3° the decision of the managers to distribute an interim dividend may not be taken more
than two months after the date at which the the interim accounts referred to under
point 1° above have been drawn up;
4° the commissaire [supervisory auditor] or the réviseur d'entreprises [statutory auditor], if
any, shall verify whether the above conditions have been satisfied.
(2) Where the payments on account of interim dividends exceed the amount of the dividend
subsequently decided upon by the members, they shall, to the extent of the overpayment,
be deemed to have been paid on account of the next dividend.»
(Law of 28 December1992)
[2009/102/EC Art. 4]
«Art. 710-28. »
(Law of 7 August 2023)
«Article 710-12, Articles 710-18 to 710-21, paragraph 1, sub-paragraph 1, Article 710-22 and
Article 710-26, sub-paragraph 1, are not applicable to companies with one sole member.»
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(Law of 28 December 1992)
[2009/102/EC Art. 4 and 5]
«Art. 710-29.
The sole member exercises the powers of the general meeting.
The decisions of the sole member which are taken in the scope of the first sub-paragraph are
recorded in minutes or drawn-up in writing.
Also, contracts entered into between the sole member and the company represented by him
are recorded on minutes or drawn-up in writing. This provision is not applicable to current
operations entered into under normal conditions.»
Art. 811-1.
A société coopérative is a company made up of members the number and the contributions
of which are variable and the corporate units of which may not be sold to third parties.
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(Law of 10 August 2016) «It is with limited or unlimited liability.»
Art. 811-2.
(Law of 10 August 2016)
«A société coopérative must be made up of at least two persons.
It shall be managed by one or more agents, who may or may not be members and who shall
only be liable for the performance of the duties entrusted to them.
A société coopérative which has not adopted the form of a société coopérative européenne
(SEC) may opt for one of the governance models provided in Articles 833-1 to833-19.
The supervision of the company shall be entrusted to one or more commissaires [supervisory
auditors], who may or may not be members.»
Art. 811-3.
(Law of 10 August 2016)
«(1) The constitutive instrument of the company must determine the following items:
1° the corporate denomination of the company and its registered office;
2° the object of the company;
3° whether the company is with limited or unlimited liability;
4° the manner in which the corporate capital is or will subsequently be made up, and the
minimum amount to be subscribed for immediately. In sociétés coopéeratives with
limited liability, the articles must determine the fixed portion of the capital.
(2) In addition to cases of breach of Article 100-4, a société coopérative may be declared void
only in the following cases:
1° if the constitutive instrument does not contain any indication on the items listed in
paragraph 1;
2° if the corporate object is unlawful or contrary to public policy;
3° if there is not at least one founder who is validly committed;
4° if, within one year from the time where the number of members fell to less than two,
the company has not increased the number of members to a number equal to or greater
than two.
If the clauses of the constitutive instrument regarding the distribution of profits or the
apportionment of losses are contrary to Article 1855 of the Civil Code, those clauses shall be
deemed not to be written.»
Art. 811-4.
The instrument shall also indicate:
(Law of 7 September 1987)
1° «The duration of the company, which may be limited or unlimited.
In the former case, the duration of the company may be successively extended in
accordance with the conditions of Article 450-3.
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In the latter case, Articles 1865, 5° and 1869 of the Civil Code shall not apply. Application
for dissolution of the company for just cause may however be made to the court. Except
in the case of dissolution by court order, dissolution of the company may take place only
pursuant to a resolution adopted by the general meeting in accordance with the
conditions laid down for amendments to the articles.» (Law of 10 August 2016) «Article
1865bis, sub-paragraph 2 et seq. of the Civil Code shall also apply;»
2° the conditions for admission to, and resignation from, membership and for exclusion of
members and withdrawal of contributions;
(Law of 18 December 2009)
3° «how and by whom the business of the company is to be managed and controlled and, if
appropriate, the method of appointment and removal of the(…) 153 , directors,
commissaires [supervisory auditors] or réviseurs d’entreprises agréés [approved
statutory auditors], the extent of their powers and their term of office;»
4° the powers of the general meeting, the rights conferred upon members thereat, the
procedure for convening meetings, the majority required for the validity of resolutions
and the procedures for voting;
5° the sharing in profits and losses;
6° (Law of 10 August 2016) «a precise designation of the members.»
Art. 811-5.
In the absence of provisions regarding the matters set out in the foregoing Article, the
following provisions shall apply:
1° (Law of 10 August 2016) «the company shall be incorporated for an unlimited
period154;»
(Law of 25 August 1986)
2° «members may only be excluded from the company in the case of non-performance of
the contract; the general meeting shall declare exclusions and shall authorise
withdrawals of contributions»;
(Law of 23 July 2016)
«3° the company shall be managed by a director and supervised by a commissaire
[supervisory auditor] or shall be subject to a statutory audit of its accounts by a réviseur
d’entreprises agréé [approved statutory auditor] which shall be appointed, removed and
which shall deliberate, in the same manner as in a société anonyme;»
4° all members may vote at the general meeting; they shall have equal votes; convening
notices shall be in the form of registered letters, signed by management; the powers of
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the meeting shall be determined and its resolutions shall be adopted in accordance with
the rules provided for sociétés anonymes155;
5° profits and losses shall be shared each year, as to one-half in equal parts between the
members and as to one-half in proportion with their respective contributions;
6° all members shall be indefinitely and jointly and severally liable.
Art. 811-7.
Every société coopérative must keep a register containing on the first page thereof the
constitutive instrument of the company, and indicating thereafter:
1° the names, professions and addresses of society members;
2° the date of their admission, resignation or exclusion;
3° a statement of account of the sums paid or withdrawn by each of them;
155See footnote to Article 420-22 (1) in case of conversion of share capital expressed in one of currencies of one
of the member states of the European Community having adopted the common currency into euro.
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(Law of 18 December 2009)
«4° the date of audits carried out and the names of the commissaires [supervisory auditors]
or réviseurs d’entreprises agréés [approved statutory auditors].»156
Statements as to withdrawals of contributions shall be signed by the society member who
made them.
Art. 812-1.
The status of society member as well as the number of corporate units for the time being
held by any member shall be evidenced, without prejudice to any other means of evidence
under commercial law, by the affixing of their signature, against their name, preceded by the
date, in the register of the company.
Art. 812-3.
The resignation shall be evidenced by indication of that fact on the member's certificate and
on the register of the company, against the name of the resigning member.
Such indications shall be dated and signed by the member and by a director.
Art. 812-4.
If the directors refuse to record the resignation or if the resigning member does not know
how or is unable to sign, the said resignation shall be recorded at the registry (greffe) of the
magistrate court (justice de paix) of the registered office.
The registrar shall prepare an affidavit and give notice thereof to the company by registered
letter to be sent within twenty-four hours.
The affidavit shall be on unstamped paper and shall be registered free of charge.
Art. 812-5.
The exclusion from the company shall be recorded in a memorandum prepared and signed
by a director. The memorandum shall describe the facts which confirm that the exclusion was
ordered in accordance with the articles : it shall be transcribed in the register of members of
the company and a conformed copy thereof shall, within two days, be forwarded to the
excluded member by registered letter.
156
The second and third paragraphs provided initially by this Article have been abrogated by the law of 10 August
2016.
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(Law of 25 August 1986)
«Art. 812-6.
The resigning or excluded member may not cause the company to be liquidated.
Unless the articles provide differently, he is entitled to receive only the par value of his
corporate units. In no circumstances can any part of the balance sheet which represents
public funds granted to the société coopérative be distributed to him. If it results from the
balance sheet of the financial year during which the resignation was given or the exclusion
has occurred, that the value of the corporate units is below their par value, the rights of the
member will be reduced in that proportion.»
Art. 812-7.
In the event of the death or bankruptcy of a member or of a composition with his creditors,
the insolvency of a member or if he is subject to an order of restraint, his heirs, creditors or
representatives shall receive his share in accordance with Article 812-6.
They may not cause the company to be liquidated.
Art. 812-8.
Any resigning or excluded member shall remain personally liable, within the limits of his
commitment and for a period of five years from publication of his resignation or exclusion,
except where a shorter prescription period is provided for by law, for all obligations entered
into before the end of the year during which his withdrawal was published.
The same rules shall apply in the circumstances provided for in Article 812-7.
Art. 812-9.
(Law of 10 August 2016)
«In addition to corporate units representing the corporate capital, securities not representing
the corporate capital may be created and shall be referred to by this law as “profit units”.
The articles shall specify the rights attaching thereto.
The corporate units or profit units in a société coopérative are in registered form. They shall
bear a serial number.
The issue of bonds and the rights attaching thereto shall be determined by the articles.»
Art. 812-10.
The personal creditors of a member may only arrest the interest and dividends to which he is
entitled and the portion of the assets allotted to him upon dissolution of the company.
Art. 813-1.
Each year, at the time determined in the articles, management shall prepare an inventory
and the balance sheet and the profit and loss account in the form laid down in Article 461-1.
A reserve shall be constituted in the manner laid down in that Article.
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Art. 813-2.
All instruments, invoices, notices, publications and other documents issued by sociétés
coopératives, the corporate denomination of the company must appear immediately
preceded or followed by the following words, written legibly and in full: «Société
coopérative»157.
Art. 813-3.
Any agent acting on behalf of a société coopérative in an instrument in respect of which the
requirements of the foregoing Article are not fulfilled may, depending on the circumstances,
and in case of default by the company itself, be declared personally liable for the
commitments entered into therein by the company.
Art. 813-5.
The persons managing the company must lodge at the «register of commerce and
companies»every six months a list, in alphabetical order, of the names, professions and
addresses of all members, dated and certified as being true and correct by the signatories.
The signatories shall be liable for any incorrect information in the said lists.
Art. 813-7.
The public shall be allowed to inspect the lists of members, the instruments conferring
management powers and the «annual accounts» free of charge. Any person may request a
copy thereof, on unstamped paper, against payment of the «administrative costs».159
157 See also Art. 34 of the Law of 2 September 2011 regulating the access to the professions of craftsman,
merchant, manufacturer and certain liberal professions.
158 Article 26(1) of the Law of 19 December 2002 on the register of commerce and companies and the accounting
and annual accounts of undertakings provides that the annual accounts comprise the balance sheet, the profit
and loss account and the notes to the accounts.
159 Both changes result from the Law of 19 December 2002 on the register of commerce and companies and the
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Art. 813-8.
Sociétés coopératives may form federations in order to jointly pursue, in full or in part, the
objects provided for in their articles or in order to ensure the fulfilment of their obligations
under the laws and regulations applicable to them.
Federations shall constitute a legal entity distinct from that of the societies comprised
therein.
They shall be subject to the provisions applicable to sociétés coopératives, except that the
said provisions may be supplemented or amended by government regulations, to the extent
they apply to federations.
Art. 813-9.
(Law of 18 December 2009)
«Article 69, paragraphs 1, 2 and 4 of the amended Law of 19 December 2002 on the register
of commerce and companies and the accounting and annual accounts of undertakings is
applicable.
The institution of the commissaires [supervisory auditors] provided for in Articles 811-2, 811-
4, point 3°, and 811-5, point 3°, shall not apply to those coopératives whose annual accounts
are audited by a réviseur d’entreprises agréé [approved statutory auditor] in accordance with
the first sub-paragraph.»
In the event of infringement of the provisions regarding the auditing, the directors of the
federations and of the companies shall be personally and jointly and severally liable for any
damage resulting from such infringement.
160 The plural « sociétés européennes » has been reintroduced by the Law of 7 August 2023.
161 This paragraph (3) was followed by a paragrah (4) repealed by the Law of 10 August 2016.
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(Law of 10 June 1999)
«Art. 820-2.
The capital of a société coopérative organised as a société anonyme is made up of shares. All
references to «corporate units» in the Chapter I of this Title are deemed to be references to
«shares» to the extent the provisions of Chapter I apply to the société coopérative organised
as a société anonyme and to the extent the two terms are used with the same meaning.»
162 Two paragraphs following this paragraph 9 were repealed by the Law of 10 August 2016.
163 Sentence repealed by the Law of 7 August 2023.
164 Former article 137-7 which followed this Article has been repealed by the Law of 23 July 2016.
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(2) A société coopérative organised as a société anonyme may not acquire by way of merger a
société anonyme or a société coopérative organised as a société anonyme unless the
shareholders or members of such other company fulfil the conditions required to become a
member of the acquiring company.
(3) In sociétés coopératives organised as sociétés anonymes, each member has the right,
notwithstanding any provision to the contrary of the articles, to withdraw at any time during
the financial year and without having to satisfy any other condition, upon the calling of the
general meeting for the purpose of resolving on the merger of the company with an
acquiring company having the form of a société anonyme.
The withdrawal must be notified to the company by registered mail deposited at the post
five days at least before the day of the meeting. It will only be effective if the merger is
approved.
The notices to the general meeting will contain the text of paragraphs 1 and 2 of this
paragraph.
(4) The provisions of paragraphs 2 and 3 of apply to the merger by incorporation of a new
company.»
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(Law of 10th March 2014)
Art. 831-1.
For the purposes of this Chapter, «Regulation (EC) No 1435/2003» means: Council Regulation
(EC) No 1435/2003 of 22 July 2003 on the Statute for a European Cooperative Society (SCE).
Section 2 - Incorporation.
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[EC Regulation 1435/2003, Art. 24]
Art. 832-2.
The draft terms of merger and the particulars referred to in Article 24 of Council Regulation
(EC) No 1435/2003 of 22 July 2003 on the Statute for a European Cooperative Society (SCE)
shall be published in accordance with Article 1021-2, paragraph 1.
166Amended by Article 20, the “catch all” provision of the Law of 27 May 2016. See footnote under Article 100-13
(1).
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Sub-section 3 - Participation in a société coopérative européenne (SEC) by a company
the central administration (head office) of which is not in the European Union.
Sub-section 1 - Management.
Art. 833-1.
Any legal or regulatory provision concerning commercial companies and which contain a
reference to the «board of directors», «director(s)» or «manager(s)» of a société coopérative
must be understood, in the context of a société coopérative européenne (SEC) with a
management board and a supervisory board, to be a reference to the management board of
that company, unless, in consideration of the duties allocated, it must be understood as a
reference to the supervisory board.
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One-tier system.
Two-tier system.
Art. 833-7.
Subject to the limitations provided by Council Regulation (EC) No 1435/2003 of 22 July 2003
on the Statute for a European Cooperative Society (SCE), this law or the articles, the powers
of the management board and of its members shall be the same as the powers of the board
of directors and of the directors.
Art. 833-8.
Any report to be drawn up by the board of directors pursuant to this Law, shall be drawn up
by the management board. Save as provided by law or by more stringent provisions in the
articles, it shall be notified to the supervisory board in a timely manner and will be subject to
the same information and publication rules as those applicable to the reports of the board of
directors.
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The absence of authorisation of the supervisory board shall have no effect vis-à-vis third
parties.
Where in a société coopérative européenne (SEC) a delegation of powers has been validly
granted and where the holder of such delegation passes a deed which is within the limits of
such delegation but belongs to a category of transactions which under the articles of the
société coopérative européenne (SEC), require an authorisation of the management board by
the supervisory board, such holder shall bind the company, without prejudice to damages, if
any.
Art. 833-11.
Where there are several members in the management board, they shall form a collegiate
body which shall deliberate in accordance with the articles.
168Amended by Article 20, the “catch all” provision of the Law of 27 May 2016. See footnote under Article 100-13
(4).
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such powers to represent the company. Such restrictions shall not be valid vis-à-vis third
parties, even if they are published.
Art. 833-14.
The provisions of Articles 441-2, 441-3 and 441-4 apply to the supervisory board.
Art. 833-17.
The members of the management board and of the supervisory board may receive fees in
that capacity. The type of remuneration and the amount of the fees payable to the members
of the management board shall be determined by the supervisory board. The type of
remuneration and the amount of fees payable to the members of the supervisory board are
determined by the articles, failing which by the general meeting.
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They shall be discharged from such liability in the case of a violation to which they were not a
party provided no misconduct is attributable to them and they have reported such violation
to the first general meeting after they had acquired knowledge thereof.
Art. 833-22.
In the two-tier system, the general meeting shall vote as to whether discharge is given to the
members of the supervisory board and of the management board in accordance with Article
461-7.
(…) 169
Art. 834-3.
Creditors of a société coopérative européenne (SEC) which is transferring its registered office,
whose claims predate the publication of the transfer proposal pursuant to Article 834-3, may,
notwithstanding any agreement to the contrary, within two months of such publication,
apply to the judge presiding the chamber of the Tribunal d'Arrondissement [District Court]
dealing with commercial matters in the district in which the registered office of the debtor
company is located and sitting as in urgency matters, for the constitution of security for
matured or unmatured claims, in case the transfer would have as an effect to jeopardise the
general lien of such creditors or to impede the enforcement of their claims. The president
shall reject such application where the creditor already has adequate safeguards or if such
security is not necessary having regard to the position of the company after the transfer. The
debtor company may cause the application to be turned down by paying the creditor even if
his claim has not matured.
169Article
833-25 and the Title «Sub-section 3 - Corporate liability action» have been repealed by the Law of 7
August 2023 because they overlaped with Articles 833-18 and 833-19.
170 Amended by Article 20, the “catch all” provision of the Law of 27 May 2016. See footnote under Article 100-13
(1).
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If the security is not provided within the time limit prescribed, the claim shall become
immediately due and payable.
Section 5 - Annual accounts and consolidated accounts, and audit thereof. Specific
provisions applicable to the two-tier system.
Art. 835-1.
Each year, the supervisory board shall receive from the management board all documents
listed in Article 461-1, which shall be applicable by analogy to the société coopérative
européenne (SEC), at the time set in such article for their delivery to the commissaires
[supervisory auditors] and shall present to the general meeting its observations on the report
of the management board and on the annual accounts.
171 Wording resulting from Article 20, the “catch all” provision of the Law of 27 May 2016 and the Grand Ducal
Regulation of 5 December 2017. See footnotes under Article 100-13.
172 See definition in the sixth paragraph of Article 100-2.
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Section 6 - Winding up, liquidation, insolvency and cessation of payments.
173Wording resulting from Article 20, the “catch all” provision of the Law of 27 May 2016. See footnote under
Article 100-13 (1).
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Section 8 - Criminal law provisions.
Art. 838-1.
Title XI – Criminal law provisions shall apply to the société coopérative européenne.
Art. 838-2.
In the two-tier system, the criminal law provisions applicable to the members of the board of
directors shall apply to the members of the management board.
Art. 839-1.
Article 462-1 shall apply by analogy to the société coopérative européenne (SEC).»
Art. 900-2.
(Law of 10 August 2016) «A société» en participation is a company by which one or more
persons take an interest in transactions managed by one or more other persons in his or their
own name.
The managers are jointly and severally liable vis-à-vis the third parties with whom they have
dealt with.
Art. 900-3.
(Law of 10 August 2016) «Sociétés» momentanées and (Law of 10 August 2016) «sociétés» en
participation are made between their members for such purposes, in such form, with such
respective interests and on such conditions as may be agreed between them.
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(Law of 10 August 2016)
«Title X - Restructurings
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In case Articles 1010-3 to 1010-5 do not apply pursuant to the provisions of Article 1010-1,
the accounting statement provided for in the preceding sub-paragraph shall not be required
if so agreed by all the members and holders of other securities conferring the right to vote.
Where in companies other than sociétés en nom collectif, sociétés coopératives à
responsabilité illimitée, sociétés civiles and economic interest groupings, the net assets are
less than the corporate capital referred to in the above mentioned statement, the statement
shall in its conclusion mention the amount of the difference.
In sociétés en nom collectif, sociétés coopératives à responsabilité illimitée, sociétés civiles
and economic interest groupings, the statement shall indicate the amount of the corporate
capital of the company after its conversion. That capital may not exceed the net assets
resulting from the above mentioned statement.»
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(Law of 10 August 2016)
«Art. 1010-7.
(1) Without prejudice to the specific provisions set forth in this Article and subject to stricter
provisions of the articles, the general meeting may decide upon the conversion of the
company only in compliance with the following quorum and majority rules:
1° a proposed conversion shall only be accepted if it meets the quorum and majority
requirements prescribed for amendments to the articles;
2° in sociétés en commandite simple and in sociétés coopératives, the voting rights of
members are in proportion to their share in the corporate assets and the quorum shall
be calculated by reference to these corporate assets.
(2) If there is more than one category of shares or units, whether representing capital or not,
and if the conversion results in a modification to their respective rights, Article 450-4 shall
apply.
(3) The conversion of a société en commandite simple or of société en commandite par
actions shall also require the approval of all the unlimited members.
For the conversion into a société en commandite par actions or into a société en commandite
simple, the approval of all the members appointed as unlimited members shall be required.
(4) The approval of all the members shall also be required:
1° for the decision to convert a company into a société en nom collectif, a société en
commandite simple, an economic interest grouping or a société civile;
2° for the decision to convert a société en commandite simple, a société en commandite
par actions, a société à responsabilité limitée or a société anonyme into a société
coopérative à responsabilité illimitée;
3° (Law of 7 August 2023) «for the decision to convert a société en nom collectif, a société
coopérative à responsabilité illimitée, or an economic interest grouping ;»
4° if the articles provide that it may not adopt another form. Such a clause in the articles
may be amended only under the same conditions.
(5) In sociétés coopératives, each member has the right, notwithstanding any provision to the
contrary of the articles, to resign at any time during the financial year without having to
satisfy any other condition, as from the time the general meeting is convened to resolve on
the conversion of the company.
The resignation must be notified to the company by registered letter with recorded delivery
deposited at least five days before the date of the meeting. It will only be effective if the
proposed conversion is adopted.
The notices to the meeting shall contain the text of this paragraph, sub-paragraphs 1 and 2.»
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companies and the accounting and annual accounts of undertakings178.
In the event of conversion into a société en nom collectif, a société en commandite simple, a
société en commandite par actions, a société coopérative à responsabilité illimitée, an
economic interest grouping or a société civile, the members of the société en nom collectif,
the unlimited members of the société en commandite simple or société en commandite par
actions, the members of the société coopérative, the members of the economic interest
grouping or the members of the société civile shall be liable, severally or jointly, as applicable,
vis-à-vis third parties for the obligations of the company which predate the conversion.
In the event of conversion into a société coopérative à responsabilité limitée of a société
anonyme, a société en commandite par actions or a société à responsabilité limitée, the fixed
portion of the capital shall be equal to the amount of the capital of the company before its
conversion.»
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provisions and formalities of the national law by which it is governed, without prejudice to
the provisions of Article 21 of Regulation (EC) No 139/2004 of 20 January 2004 on the control
of the concentrations between undertakings. These mergers shall hereafter be referred to as
«cross-border mergers».
The foreign law provisions and formalities referred to in the previous paragraph in particular
concern the decision-making process relating to the merger and, taking into account the
cross-border nature of the merger, the protection of creditors of the merging companies,
holders of bonds and holders of securities or corporate units, as well as employees with
respect to rights other than those concerning employee participation.
Where one of the merging companies is operating under an employee participation system
and the company resulting from the cross-border merger is a Luxembourg-law-governed
company governed by such a system in accordance with the provisions referred to in Articles
L.426-13 and L. 426-14 of the Labour Code181, that company shall be required to take the
form of a société anonyme».
(Law of 23 March 2007)
«Where in the provisions below a reference is made to a «company» or to the «companies»,
such term shall be understood, save where specified differently, as also referring to (an)
«economic interest grouping(s)».»
181 These articles are included in Section 4: «Employee participation in case of cross border merger» of Chapter VI,
Title II of Book IV of the Labour Code.
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(Law of 25 August 2006)
[EC Regulation 2157/2001, Art. 17.2]
(3) «Where a société européenne (SE) is formed by way of a merger by acquisition, the
acquiring company shall take the form of a société européenne (SE) when the merger takes
place.»
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4° the date as from which those shares or corporate units shall carry the right to
participate in the profits and any special condition regarding that right;
5° irrespective of the effective date of the merger pursuant to Articles 1021-13, 1021-14,
1021-15 and1021-16, the date from which the operations of the company being
acquired shall be treated for accounting purposes as being carried out on behalf of the
acquiring company;
6° the rights conferred by the acquiring company to shareholders having special rights and
to the holders of securities other than shares or corporate units, or the measures
proposed concerning them;
7° any special advantages granted to the experts referred to in Article 1021-6, to the
members of the administrative, management, supervisory or control bodies of the
merging companies.
(3) Where a société européenne (SE) is formed by way of a merger, the draft terms shall also
include:
1° the articles of the société européenne (SE);
2° information on the procedures by which arrangements for employee involvement are
determined in implementation of Council Directive 2001/86/EC of 8 October 2001
supplementing the Status for a European company with regard to the involvement of
employees182.
(4) In case of a cross-border merger, the common draft terms of merger shall also include:
1° the articles of the acquiring company;
2° a description of the likely repercussions of the merger on employment;
3° where appropriate, information on the procedures by which arrangements for the
involvement of employees, are determined by the implementation of «Directive (EU)
2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to
certain aspects of company law»183;184
4° information on the evaluation of the assets and liabilities which are transferred to the
acquiring company;
5° dates of the merging companies’ accounts used to establish the conditions of the
merger.»
182 This directive has been implemented in Articles L. 441-1 et seq. of the Labour Code.
183 Reference updated by the Grand Ducal Regulation of 5 December 2017.
184 See Section 4: «Employee participation in case of cross border merger» of Chapter VI, Title II of Book IV of the
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(Law of 7 September 1987)
[2017/1132/EU art. 92] [EC Regulation 2157/2001]
«Art. 1021-2.
(Law of 10 June 2009)
[2017/1132/EU art. 123]
«(1) The common draft terms of merger shall be published in accordance with (Law of 27
May 2016) «the provisions of Title I, Chapter Vbis of the amended Law of 19 December 2002
on the register of commerce and companies and the accounting and annual accounts of
undertakings185» and in the national gazette of each other Member State186 concerned, for
each of the merging companies at least one month before the date of the general meeting
convened to decide on the common draft terms of merger.
(2) In case of a cross-border merger, the publication shall also include following particulars:
1° the type, name and registered office of the merging company;
2° (Law of 10 August 2016) «the register of commerce and companies in which the
documents referred to in the provisions of Title I, Chapter Vbis of the above-mentioned
Law of 19 December 2002 are filed by the acquiring company and the number of the
entry in that register, if it is a Luxembourg company; if the legislation of the State of the
foreign law governed company provides for a register, the register in which the
documents referred to in «Article 16, paragraph 3 of Directive (EU) 2017/1132 of the
European Parliament and of the Council of 14 June 2017 relating to certain aspects of
company law» 187have been filed by the foreign law governed company and if the
legislation of the State of the foreign law governed company provides for a registration
number in that registry, the registration number in that register;»
3° an indication, for each of the merging companies, of the arrangements made for the
exercise of the rights of creditors of such company and the address at which complete
information on those arrangements may be obtained free of charge.»
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(Law of 23 March 2007)
«(2) In sociétés en commandite simple and in sociétés coopératives, the voting rights of
members are in proportion to their share in the corporate assets and the quorum will be
calculated by reference to the corporate assets.
(3) The consent of all members is required:
1° in acquiring companies and in companies being acquired which are sociétés en nom
collectif, sociétés coopératives the members of which have unlimited and joint liability,
civil companies or economic interest groupings;
2° in the companies being acquired where the acquiring company is:
a) a société en nom collectif;
b) a société en commandite simple;
c) a société coopérative the members of which have unlimited and joint liability;
d) a civil company;
e) an economic interest grouping.
In the cases referred to in the first sub-paragraph, point 1° and point 2°, letters a), b) and c),
the unanimous consent of the holders of corporate units not representing capital will be
required.
(4) In sociétés en commandite simple and in sociétés en commandite par actions, the consent
of all the unlimited members will in addition be required.
(5) If there is more than one category of shares, securities or corporate units, whether
representing capital or not, and if the merger results in a modification to their respective
rights, Article 450-4 shall be applicable.»
(Law of 25 August 2006)
[EC Regulation 2157/2001, Art. 23.2]
(6) «Where a société européenne (SE) is formed by way of a merger, employee involvement
in the société européenne (SE) shall be decided pursuant to the provisions implementing
Council Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European
company with regard to the involvement of employees188. The general meeting of each of the
merging companies may reserve the right to make registration of the SE conditional upon its
express ratification of the arrangements so decided.»
(Law of 10 June 2009)
[2017/1132/EU art. 126.2]
«(7) In case of a cross-border merger, the general meeting of each of the merging companies
may reserve the right to make implementation of the cross-border merger conditional on
express ratification by it of the arrangements decided on with respect to the participation of
employees in the company resulting from the cross-border merger.»
188 This directive has been implemented by Articles L. 441-1 and s. of the Labour Code.
163
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(Law of 7 September 1987)
[2017/1132/EU art. 94] [2017/1132/EU art. 126.3]
«Art. 1021-4.
(Law of 23 March 2007) «Except in the cases referred to in Article 1021-3, paragraphs 2 to
4,» approval of the merger by the general meeting of the acquiring company is not necessary
if the following conditions are fulfilled:
1° (Law of 10 June 2009) «the publication provided for by Article 1021-2 is made, on behalf
of the acquiring company, at least one month before the date of the general meeting of
the company or companies being acquired convened to decide on the common draft
terms of merger»
2° all the (Law of 23 March 2007) «members» of the acquiring company are entitled, at
least one month before the date indicated in point 1°, to examine at the registered
office of that company the documents indicated in Article 1021-7, paragraph 1;
3° one or more (Law of 23 March 2007) «members» of the acquiring company holding at
least 5 percent of the shares (Law of 23 March 2007) or «corporate units» in the
subscribed capital are entitled up to the day following the holding of the general
meeting of the company being acquired to require the convening of a general meeting
of the acquiring company to decide whether to approve the merger. The meeting must
be convened in such a manner as to be held within one month of the request for it to be
held.»
(Law of 3 August 2011)
«For the purposes of the first paragraph, point 2°, Article 1021-7, paragraphs 2, 3 and 4 shall
apply.»
189The directive also allows application to the court and authorities of the Member State of the new company
resulting from the merger.
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In addition, the report shall describe any special valuation difficulties which may have arisen.
(3) (Law of 3 August 2011) «The rules laid down in Article 420-10, paragraphs 2 to 9 shall not
apply in case an expert report is drawn up on the draft common terms of merger or if the
circumstances envisaged by Article 420-10, paragraphs 2 to 9 do not exist.»
(4) Each expert shall be entitled to obtain from the merging companies all relevant
information and documents and to carry out all necessary verifications.»
(Law of 10 June 2009)
(5) «Neither an examination of the common draft terms of merger by independent experts
nor an expert report shall be required if all the members and holders of other securities
conferring voting rights of each of the companies involved in the merger have so agreed.»
166
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2° material changes in actual value not shown in the books.
(3) A full copy or, if so desired, a partial copy, of the documents referred to in paragraph 1
may be obtained by any (Law of 23 March 2007) «member» upon request and free of
charge.»
(Law of 3 August 2011)
«Where a member has consented to the use by the company of electronic means for
conveying information, such copies may be provided by electronic mail.»
(Law of 3 August 2011)
«(4) A company shall be exempt from the requirement to make the documents referred to in
paragraph 1 available at its registered office if, for a continuous period beginning at least one
month before the day fixed for the general meeting which is to decide on the draft common
terms of merger and ending not earlier than the conclusion of that meeting, it makes them
available on its website.
Paragraph 3 shall not apply if the website gives members the possibility, throughout the
period referred to in the first sub-paragraph of this paragraph, of downloading and printing
the documents referred to in paragraph 1. However, in that case the company shall make
those documents available at its registered office for consultation by the members.»
168
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(2) Paragraph l shall not apply if the alteration to those rights was approved by a meeting of
the holders of such securities proceeding in accordance with the conditions as to quorum
and majority provided for in Article 1021-3.»
(Law of 10 June 2009)
«(3) «In the event of failure to convene the meeting provided for in the foregoing paragraph
or if such a meeting refuses to accept the proposed alteration, the securities concerned shall
be repurchased at the price corresponding to their valuation in the common draft terms of
merger, as verified by the independent experts provided for in Article 1021-6.»
190 This directive has been implemented in Article L.441-1 et seq. of the Labour Code.
191 Law of 7 August 2023.
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2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain
aspects of company law» 192.
(3) In case of a cross-border merger, if the law of a State to which a merging company is
subject provides for a procedure to scrutinise and amend the ratio applicable to the
exchange of securities or corporate units, or a procedure to compensate minority members
without preventing the registration of the cross-border merger, such procedure shall only
apply if the other merging companies situated in a State which does not provide for such
procedure explicitly accept, when approving the draft terms of the cross-border merger, the
possibility for the members of that merging company to have recourse to such procedure to
be initiated before the authority having jurisdiction over that merging company. In such
cases, the notary or the competent authority referred to in the previous paragraph may issue
the certificate referred to in the previous paragraph even if such procedure has commenced.
The certificate must, however, indicate that the procedure is pending. The decision in the
procedure shall be binding on the company resulting from the cross-border merger and all its
members.»
170
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(Law of 25 August 2006)
[EC Regulation 2157/2001, Art. 27]
«Art. 1021-15.
(1) By way of exception to Articles 1021-13 and 1021-14, the merger and simultaneous
formation of a société européenne (SE) shall take effect on the date on which the société
européenne (SE) is registered at the register of commerce and companies.
(2) The société européenne (SE) may not be registered until the formalities provided in Article
1021-12 have been completed.»194
194 This sub-paragraph was followed by a sub-paragraph which has been repealed by the Law of 10 June 2009.
195 See footnote under Article 100-13 (1).
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(2) By way of exception to paragraph 1, point 1°, the transfer of industrial and intellectual
property rights and of ownership or other rights on assets other than collateral established
on movable and immovable property will be valid vis-à-vis third parties on the conditions
provided for in the specific laws governing such operations. The formalities may be
completed within a period of six months after the date on which the merger takes effect.»
(Law of 25 August 2006)
[EC Regulation 2157/2001, Art. 29.4]
(3) «The rights and obligations of the participating companies on terms and conditions of
employment arising from national law, practice and individual employment contracts or
employment relationships and existing at the date of the registration shall, by reason of such
registration, be transferred to the société européenne (SE) following its registration.»
(Law of 10 June 2009)
[2017/1132/EU art. 131.4]
«(4) In case of cross-border mergers, the rights and obligations of the merging companies
arising from contracts of employment or from employment relationships and existing at the
date on which the cross-border merger takes effect in accordance with Article 1021-16,
paragraph 1 are transferred to the acquiring company at the date on which the cross-border
merger takes effect.»
173
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«company being acquired» shall describe the companies which cease to exist and «acquiring
company» shall refer to the new company.
(2) Article 1021-1, paragraph 2, point 1°, shall also apply to the new company.
(3) (Law of 10 June 2009) «The common draft terms of merger containing the draft
constitutive instrument of the new company must be approved by the general meeting of
each of the companies which will cease to exist. The new company shall exist as from the last
approval.»
(4) (Law of 3 August 2011) «The rules laid down in Article 420-10, paragraphs 2 to 9 shall not
apply to the incorporation of the new company in case an expert report is drawn up on the
draft common terms of merger or if the circumstances envisaged by Article 420-10,
paragraphs 2 to 9 do not exist.»
(Law of 10 June 2009)
«(5) Where the new company resulting from a cross-border merger is a Luxembourg-law-
governed company, the legality control of the notary referred to in Article 1021-12,
paragraph 2 also covers the part of the procedure regarding the formation of that company».
174
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(Law of 7 September 1987)
[2017/1132/EU art. 111]
Art. 1023-2.
(1) (Law of 23 March 2007) «Article 1021-3, paragraph 1 shall not apply where, in the
circumstances described in the foregoing Article,
1° the publication provided for by Article 1021-2 is made as regards each of the companies
involved in the operation at least one month before the operation takes effect as
between the parties;
2° all the members in the acquiring company are entitled, at least one month before the
operation takes effect as between the parties, to inspect, at the registered office of that
company, the documents specified in Article 1021-7, paragraph 1, points 1°, 2° and 3°;
(…)197
3° one or more members of the acquiring company holding at least 5 percent of the shares
or corporate units in the subscribed capital are entitled during the period provided for
point 2° to require that a general meeting of the acquiring company be called in order to
decide whether to approve the merger. The meeting must be convened in such a
manner so as to be held within one month of the request for it to be held.»
(Law of 3 August 2011)
«For the purpose of paragraph 1, point 2°, Article 1021-7, paragraphs 2, 3 and 4 of are
applicable.»
(Law of 10 June 2009)
[2017/1132/EU art. 132.1]
«(2) In case of a cross-border merger, Article 1021-3, paragraph 1 shall not apply to the
company or the companies being acquired.»
175
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(Law of 7 September 1987)
[2017/1132/EU art. 113]
«Art. 1023-4.
(Law of 3 August 2011)
«(1) Where a merger by acquisition is carried out by a company which holds 90 percent or
more, but not all, of the shares, corporate units and other securities conferring the right to
vote at general meetings of the company or companies being acquired, the approval of the
merger by the general meeting of the acquiring company shall not be necessary if the
following conditions are fulfilled:
1° the publication prescribed in Article 1021-2 is made, for the acquiring company, at least
one month before the date of the general meeting of the company or companies being
acquired which have been convened to decide whether to approve the draft terms of
merger;
The provisions of this point 1° shall not apply to cross-border mergers of companies.
2° all the members in the acquiring company are entitled, at least one month before the
date indicated under point 1°, to inspect, at the company’s registered office, the
documents indicated in Article 1021-7, paragraph 1, points 1°and 2° and where
applicable in Article 1021-7, paragraphs 1, points 3°, 4°, and 5°.
3° Article 1021-4 3. shall apply.
For the purpose of paragraph 1, point 2°, Article 1021-7, paragraphs 2, 3 and 4 are applicable.
(2) Where a cross-border merger by acquisition is carried out by a company which holds 90
percent or more but not all of the shares, corporate units and other securities conferring the
right to vote at general meetings of the company or companies being acquired, the reports
by an independent expert or experts and the documents necessary for verification shall be
required only to the extent that the national law governing either the acquiring company or
the company being acquired so requires.»
176
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(Law of 7 September 1987)
[2017/1132/EU art. 115]
«Art. 1023-6.
«Articles 1023-4 and 1023-5 shall also apply to acquisition operations where 90 percent or
more, but not all, of the shares or corporate units and other securities referred to in Article
1023-4 in the company or companies being acquired are held by the acquiring company
and/or to persons who hold such shares, corporate units and securities in their own name,
but on behalf of that company.»
198The amendments to this Section by the Law of 3 August 2011 do not apply to divisions where the draft terms
have been published before 15 August, 2011.
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of one or more of those companies or economic interest groupings.
A company or an economic interest grouping as referred to in the first sub-paragraph may
also enter into a division transaction with a foreign company or economic interest grouping,
provided the latter’s’ national law does not prohibit such a transaction.
Where in the provisions below a reference is made to a «company» or to the «companies»,
such term shall be understood, save where specified differently, as also referring to (an)
«economic interest grouping(s).»»
178
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(Law of 7 September 1987)
199 The English version of the directive refers to: «net assets» as does the German version (Nettoaktivvermögen).
179
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Where a liability is not allocated in the draft terms of division and where the interpretation of
these terms does not make a decision on its allocation possible, each of the recipient
companies shall be jointly and severally liable therefor.
The joint and several liability of the recipient companies shall however be limited to the net
assets allocated to each of them.»
180
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(4) In sociétés en commandite simple and in sociétés en commandite par actions, the consent
of all the unlimited members will in addition be required.
(5) If there is more than one category of shares, securities or corporate units, whether
representing capital or not, and if the division results in a modification to their respective
rights, Article 450-4 shall be applicable.»
181
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the amended Law of 19 December 2002 on the register of commerce and companies and the
accounting and annual accounts of undertakings201».
(3) The management bodies of the company being divided must inform the general meeting
of the company being divided and the management bodies of the recipient companies, so
that they can inform the general meetings of their companies, of any material change in the
assets and liabilities which have occurred between the date of the preparation of the draft
terms of division and the date of the general meeting of the company being divided which is
to decide on the draft terms of division.»
182
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(Law of 7 September 1987)
[2017/1132/EU art. 143]
«Art. 1031-7.
(Law of 23 March 2007)
(1) «Every member shall be entitled to inspect the following documents at the registered
office, at least one month before the date of the general meeting called to decide on the
draft terms of division:
1° the draft terms of division;
2° the annual accounts and the management reports for the three last financial years of
the companies involved in the division;
3° (Law of 3 August 2011) «where applicable, an accounting statement drawn up as at a
date which must not be earlier than the first day of the third month preceding the date
of the draft terms of division if the last annual accounts relate to a financial year which
ended more than six months before that date; »
4° (Law of 3 August 2011) «where applicable, the reports of the management bodies of the
companies involved in the division, referred to in Article 1031-5, paragraph 1»;
5° (Law of 10 June 2009) «where applicable, the reports referred to in Article 1031-6.»
(Law of 3 August 2011)
«For the purposes of point 3° of the paragraph 1, an accounting statement shall not be
required if the company publishes a half-yearly financial report in accordance with Article 4
of the amended Law of 11 January 2008 on transparency requirements for issuers of
securities and makes it available to shareholders in accordance with this paragraph.
(2) The accounting statement provided for in paragraph 1, point 3° shall be drawn up using
the same methods and take the same presentation as the last balance sheet.
It shall not however be necessary to take a fresh physical inventory.
Moreover, the valuations shown in the last balance sheet shall be altered only to reflect
entries in the books of account; the following shall nevertheless be taken into account:
1° interim depreciation and provisions;
2° material changes in actual value not shown in the books.
(3) A full copy, or if so desired, a partial copy of the documents referred to in paragraph 1
may be obtained by any members on request and free of charge.»
(Law of 3 August 2011)
«Where a member has consented to the use by the company of electronic means for
conveying information, such copies may be provided by electronic mail.»
(Law of 3 August 2011)
«(4) A company shall be exempt from the requirement to make the documents referred to in
paragraph 1 available at its registered office if, for a continuous period beginning at least one
month before the day fixed for the general meeting which is to decide on the draft terms of
division and ending not earlier than the conclusion of that meeting, it makes them available
on its website.
183
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Paragraph 3 shall not apply if the website gives members the possibility, throughout the
period referred to in the first sub-paragraph of this paragraph, of downloading and printing
the documents referred to in paragraph 1. However, in that case the company shall make
those documents available at its registered office for consultation by the members.»
184
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is located and sitting as in urgency matters, to obtain adequate safeguards for any matured
and unmatured debts where they can credibly demonstrate that due to the division the
satisfaction of their claims is at stake and that no adequate safeguards have been obtained
from the company. The application shall be rejected if the creditor already has adequate
safeguards or if such safeguards are not necessary, having regard to the financial situation of
the companies involved in the division. The debtor company may cause the application to be
turned down by paying the creditor, even if it is a term debt.
If the safeguards are not provided within the time limit prescribed, the debt shall
immediately fall due.»
(Law of 23 March 2007)
«(2) Insofar as a creditor or bondholder of the company being divided has not obtained
satisfaction from the company to which the obligation has been transferred to in accordance
with the draft terms of division, the recipient companies shall be jointly and severally liable
for that obligation.
The joint and several liability of the recipient companies shall however be limited to the net
assets allocated to each of them.»
(3) If the company being divided is a société en nom collectif, a société en commandite
simple, a société en commandite par actions, a société coopérative the members of which
have unlimited and joint liability, a société civile or an economic interest grouping, the
members of the société en nom collectif, the unlimited members of the société en
commandite simple or société en commandite par actions or the members of the société
coopérative, of the civil company or of the economic interest grouping remain severally or
jointly liable, as applicable, vis-à-vis third parties for the obligations of the dissolved company
which pre-date the effectiveness vis-à-vis third parties of the merger deed pursuant to Article
1031-15.
(4) If the recipient company is a société en nom collectif, a société en commandite simple, a
société en commandite par actions, a société coopérative the members of which have
unlimited and joint liability, a société civile or an economic interest grouping, the members of
the société en nom collectif, the unlimited members of the société en commandite simple or
société en commandite par actions or the members of the société coopérative, of the civil
company or of the economic interest grouping remain severally or jointly liable, as
applicable, vis-à-vis third parties for the obligations of the dissolved company which pre-date
the effectiveness vis-à-vis third parties of the division and which, in this latter case, have
been transferred to the recipient company in accordance with the draft terms of division and
Article 1031-1, paragraph 3, sub-paragraph 2.
They may however be exempted from this liability by an express provision to this effect in
the draft terms of division and the deed of division which will be valid vis-à-vis third parties in
accordance with Article 1031-15.»
185
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(Law of 7 September 1987)
[2017/1132/EU art. 146.5]
«Art. 1031-11.
Without prejudice to the rules governing the collective exercise of their rights, Article 1031-
10 shall apply to holders of bonds of the companies involved in the division, unless the
division has been approved by a meeting of the bondholders or by the bondholders
individually.»
186
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(Law of 7 September 1987)
[2017/1132/EU art. 149]
«Art. 1031-14.
The division shall take effect when the concurring decisions of the companies involved shall
have been adopted.»
187
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(Law of 7 September 1987)
[2017/1132/EU art. 152]
«Art. 1031-17.
(Law of 25 August 2006)
«The shareholders of the company being divided may individually take proceedings and
exercise a liability action against the members of the management bodies and the experts of
the company being divided to obtain compensation for any damage which they may have
suffered as a result of the misconduct of the members of the management bodies in
preparing for and carrying out the division or of the experts in the discharge of their duties.
Any liability shall be joint and several for the members of the management bodies or the
experts of the company being divided or, where appropriate, for all combined. However,
each of them may relieve himself of any liability if he proves that no misconduct is
attributable to him personally.»
188
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7° the court order declaring a division void shall not of itself affect the validity of
obligations owed by or to the recipient companies which arose before publication of the
court order and after the date referred to in Article 1031-14;
8° each of the recipient companies shall be liable for its obligations which arose after the
date on which the division took effect and before the date on which the court order
declaring the division void was published. The company being divided shall also be liable
for such obligations. The liability of the recipient company shall however be limited to
the net assets allocated to it204.»
204The directive (Art. 153.1 (h)) provides Member States may limit the liability of the company being divided to
the share of net assets transferred to the recipient company on which account the obligations arose.
189
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(Law of 7 September 1987)
190
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(Law of 23 March 2007)
205 Council Directive 2009/133/EC inter alia on the common system of taxation applicable to mergers and division,
defines a branch of activity as: «all the assets and liabilities of a division of a company which from an
organisational point of view constitute an independent business, that is to say an entity capable of functioning by
its own means.»
191
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(Law of 23 March 2007)
«Art. 1040-4.
An all assets and liabilities contribution is a transaction by which a company contributes,
without dissolution, all its assets and liabilities to one or more existing or new companies in
exchange for the issue of shares or corporate units in the receiving company(ies).
The company making the all assets and liabilities contribution to another company and the
receiving company may submit the transaction to the provisions of Chapter III of the present
Title, with the exception of Article 1031-16. In such case, the contribution results ipso jure in
the transfer to the receiving company of the assets and of the liabilities attaching thereto.»
192
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The transfer of professional assets results ipso jure in the transfer to the receiving company
of the assets and liabilities attaching thereto.»
193
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(Law of 23 March 2007)
«Art. 1050-5.
The management bodies of each of the persons involved in the transfer shall draw up, in
order to allow the decision to be taken, a detailed written report explaining the drafts terms
of transfer and setting up the legal and economic grounds for them namely:
1° the purpose and consequences of the transfer of the professional assets;
2° the transfer agreement;
3° the consideration for the transfer.»
194
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and the accounting and annual accounts of undertakings208» has been made for each of the
persons involved in the transfer.»
195
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publication of the court order and after the date referred to in Article 1050-7, first sub-
paragraph;
8° the receiving person shall be liable for its obligations which arose after the date on
which the transfer of professional assets took effect and before the date on which the
court order declaring the transfer of professional assets void was published. The
receiving person shall also be liable for such obligations. The liability of the receiving
person shall however be limited to the net assets allocated to it.»
Art. 1100-2.
In the absence of any agreement to the contrary, the method of liquidation shall be
determined and the liquidators shall be appointed by the general meeting of members. (Law
of 7 September 1987) «Where several classes of shares exist in sociétés anonymes and
sociétés en commandite par actions, and the resolution of the general meeting is such as to
change the respective rights thereof, the resolution must, in order to be valid, fulfil the
conditions as to attendance and majority laid down in Article 450-3 with respect to each
196
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class.» (Law of 7 August 2023) «In sociétés en nom collectif, resolutions shall be validly
adopted only with the consent of half of the members holding three-quarters of the
corporate assets and in sociétés à responsabilité limitée, decisions can only be validly taken
with the consent of shareholders holding three quarters of the share capital; in the absence
of such a majority, the matter shall be settled by the courts.» (Law of 12 July 2013) «In
sociétés en commandite simple, unless otherwise provided in the partnership agreement,
resolutions shall be validly adopted only with the consent of partners representing three
quarters of partnership interests.»210
(Law of 18 September 1933)
«Where there are several liquidators, they shall form a committee which shall deliberate in
accordance with Article 444-3.»
(Law of 10 August 2016)
«If the liquidator is a legal entity, the individual who represents the liquidator must be
designated in the instrument of appointment.
Any amendment to the appointment of that individual must be decided upon in accordance
with the first sub-paragraph, and must be filed and published in accordance with Article 100-
13, paragraph 1, point 1°, letter c».
(Law of 12 July 2013)
«The liquidation of the société en commandite spéciale shall be carried out in the manner laid
down in the partnership agreement and, in the absence thereof, pursuant to the rules
applicable to the liquidation of sociétés en commandite simple.
Articles 1865 3°, 4° and 5° of the Civil Code shall apply neither to the société en commandite
simple nor to the société en commandite spéciale.»
Art. 1100-4.
Unless the articles or the instrument of appointment provide otherwise, the liquidators may
bring and defend any action on behalf of the company, receive any payments, grant releases
with or without receipt, realise all securities of the company, endorse any negotiable
instrument and transact or compromise on any disputes. They may dispose of immovable
property of the company by public auction if they consider the sale thereof necessary to pay
the debts of the company (…)211.
210 This sub-paragraph was followed by a sub-paragraph which has been repealed by the Law of 23 November
1972.
211 Terms deleted by the Law of 10 August 2016.
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Art. 1100-5.
They may, but only with the authorisation of the general meeting of members, given in
accordance with Article 1100-2, continue, until the sale thereof, with the industrial and/or
commercial activity of the company, borrow moneys to pay the debts of the company, issue
negotiable instruments, mortgage and pledge the assets of the company, dispose of the
immovable property thereof, even by private contract, and contribute the assets of the
company to other companies.
Art. 1100-6.
The liquidators may require members to pay-up amounts which they have undertaken to pay
to the company and which the liquidators consider necessary for the completion of the
liquidation.
Art. 1100-8.
Without prejudice to the rights of creditors benefiting from liens or mortgages, the
liquidators shall pay all the debts of the company, proportionally and without distinction
between debts which have matured and those that have not matured, subject to a discount
in the case of the latter.
They may, however, under their personal guarantee, first pay the debts which have matured
if the assets significantly exceed the liabilities or if the term debts have the benefit of
adequate safeguards and without prejudice to the right of creditors to take recourse to the
courts.
Art. 1100-9.
After the payment or the deposit in escrow of the sums necessary for payment of the debts,
the liquidators shall distribute to the (Law of 10 August 2016) «members» those amounts or
assets capable of forming equal shares; they shall deliver to them any property which may
have been retained for the purpose of apportionment.
They may, subject to the authorisation referred to in Article 1100-5, repurchase the shares or
the corporate units of the company either on the Stock Exchange or by subscription or
tender, in which all the (Law of 10 August 2016) «members» shall be entitled to participate.
212This reflects a clean-up of the Law of 1915 by the Grand Ducal Regulation of 5 December 2017, the law having
contained a reference to an abrogated article .
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Art. 1100-13.
The liquidators shall be liable, both to third parties and to the company, for the execution of
the mandate given to them and for any misconduct in the management of the liquidation.
Art. 1100-14.
Each year, the results of the liquidation shall be submitted to the general meeting of the
company, together with a statement as to the reasons which have prevented completion of
the liquidation. In the case of sociétés anonymes, the balance sheet shall also be published.
Art. 1100-15.
When the liquidation is completed, the liquidators shall make a report to the general
meeting regarding the employment of the corporate assets and shall present supporting
accounts and documents. The meeting shall appoint auditors213 to examine such documents
and shall determine a further meeting which, after the auditors shall have issued their report,
shall deliberate on the management of the liquidators. (…)214
Notice of completion of the liquidation shall be published in accordance with (Law of 27 May
2016) «the provisions of Title I, Chapter Vbis of the amended Law of 19 December 2002 on
the register of commerce and companies and the accounting and annual accounts of
undertakings215».
Such publication must also include:
1° an indication of the place designated by the general meeting where the corporate books
and documents are to be filed and retained for at least five years;
2° an indication of the measures taken for the deposit in escrow of the sums and assets
due to creditors or to members, which it has not been possible to deliver to them216.
213 The French version uses the terms «commissaires» but the duties of the «commissaires» under this Article are
different from the duties of the «commissaires aux comptes» referred to in Article 61 et seq.
214 Sentence repealed by the Law of 23 July 2016.
216 Additionally, in accordance with Article 17 (4) of the Law of 13 January 2019 creating a Register of beneficial
owners, the company must at the time of its deregistration from the Register of commerce and companies
indicate the place where information on its beneficial owners and supporting documentation will be retained
during five years following the date of deregistration. These indications must be published in the Recueil
électronique des sociétés et associations in the same manner as the publication of the completion of the
liquidation.
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(Law of 31 May 1999)
«Title XII - Court-ordered dissolution and close-down of commercial
companies»
(Law of 31 May 1999)
«Art. 1200-1.»
(Law of 7 August 2023)
«(1) The Tribunal d’Arrondissement [District Court] dealing with commercial matters, may, at
the application of the Procureur d’État (Public Prosecutor), order the dissolution and the
liquidation of any company governed by Luxembourg law which pursues activities contrary to
criminal law or which seriously contravenes the provisions of the Commercial Code or the
laws governing commercial companies including those laws governing authorisations to do
business.217
(2) The application and the procedural deeds shall be served through the greffe. If the
company cannot be contacted at its legal domicile in the Grand Duchy of Luxembourg, the
application is published by way of extract in two newspapers published in the Grand Duchy of
Luxembourg.
(3) Upon ordering the liquidation, the court shall appoint a supervisory judge and one or
more liquidators. It shall determine the method of liquidation. It may render applicable to
such extent as it may determine, the rules governing the liquidation of a bankruptcy. The
method of liquidation may be changed by subsequent decision, either of the court's own
motion or at the request of the liquidator or liquidators.
(4) Court decisions ordering the dissolution and liquidation of a company shall be published
by extract on the Recueil électronique des sociétés et associations, in accordance with the
provisions of Title I, Chapter Vbis, of the amended Law of 19 December 2002 on the register
of commerce and companies and the accounting and annual accounts of undertakings218. The
court, may, in addition, and regardless of the publications to be made in newspapers
published in the Grand Duchy of Luxembourg, order publication thereof, by extract, in such
foreign newspapers as it may designate.
The publications shall be arranged by the liquidator or liquidators.
(5) The court may decide that the judgement ordering dissolution and liquidation shall be
enforceable on a provisional basis.
(6) In case the absence or an insufficiency of assets is ascertained by the supervisory judge,
the expenses and fees of the liquidators, which shall be ruled upon by the court, shall be
borne by the State and be paid as legal expenses.
(7) The time limit for lodging an appeal against a judgement ordering the liquidation of a
commercial company governed by Luxembourg law is forty days from the date of service.
217 A serious violation of the Law of 31 May 1999 on, inter alia the domiciliation of companies shall constitute a
ground of application of Articles 1200-1 and1200-2 (Article 5 of the Law of 31 May 1999).
218 See footnote under Article 100-13 (1).
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The appeal shall be lodged by writ served by bailiff and contain a summons to appear on a
fixed date, and it shall be heard and judged promptly by oral procedure.
(8) Actions against liquidators shall prescribe five years after publication of the completion of
the liquidation.»
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(Law of 7 August 2023)
«Art. 1200-3.
(1) If assets appear after completion of the liquidation, the Tribunal d’Arrondissement
[District Court] dealing with commercial matters may, at the application of the Procureur
d'État (Public Prosecutor), revoke the decision to close the liquidation.
(2) The application shall be published by way of extract in two newspapers published in the
Grand Duchy of Luxembourg.
(3) Upon ordering the liquidation, the court shall appoint a supervisory judge and one or
more liquidators. It shall determine the method of liquidation. It may render applicable to
such extent as it may determine, the rules governing the liquidation of a bankruptcy. The
method of liquidation may be changed by subsequent decision, either of the court’s own
motion or at the request of the liquidator or liquidators.
(4) The company shall be deemed to exist for the purpose of its liquidation.
(5) Court decisions ordering the liquidation of a company shall be published by extract on the
Recueil électronique des sociétés et associations, in accordance with the provisions of Title I,
Chapter Vbis, of the amended Law of 19 December 2002 on the register of commerce and
companies and the accounting and annual accounts of undertakings220. The court, may, in
addition, and regardless of the publications to be made in newspapers published in the
Grand Duchy of Luxembourg, order publication thereof, by extract, in such foreign
newspapers as it may designate.
The publications shall be arranged by the liquidator or liquidators.
(6) The court may decide that the judgement ordering the liquidation shall be enforceable on
a provisional basis.
(7) The time limit for lodging an appeal against a judgement ordering the liquidation of a
commercial company governed by Luxembourg law is forty days from the date of publication
of the judgement in the Recueil électronique des sociétés et associations, in accordance with
the provisions of Title I, Chapter Vbis, of the amended Law of 19 December 2002 on the
register of commerce and companies and the accounting and annual accounts of
undertakings221. The action shall be brought and heard as in urgency matters, and Articles
934, 935, 936, 937 and 939 of the New Code of Civil Procedure shall be applied. By way of
derogation from Article 934, paragraph 1, of the New Code of Civil Procedure, the claim may
be brought at a hearing specifically scheduled for these cases.
(8) Actions against liquidators shall prescribe five years after publication of the completion of
the liquidation.»
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Title XIII - Companies constituted in a foreign jurisdiction
Art. 1300-1.
All companies or associations constituted or having their registered office in a foreign
jurisdiction may carry on business and act in the courts in the Grand Duchy of Luxembourg.
Art. 1300-2.
(Law of 25 August 2006)
«Any company whose central administration (head office) is in the Grand Duchy of
Luxembourg shall be subject to Luxembourg law, even though the constitutive instrument
may have been executed in a foreign jurisdiction.»
(Law of 31 May 1999)
«In case the domicile of a company is located in the Grand Duchy of Luxembourg, it is of
Luxembourg nationality and Luxembourg law is fully applicable to it.
In case the domicile of a company is located abroad but such company has in the Grand
Duchy of Luxembourg one or more locations where it conducts operations, the place of its
most important establishment in the Grand Duchy of Luxembourg, which it shall indicate for
that purpose in the documents whose publication is required by law, shall constitute the
secondary domicile of that company in the Grand Duchy of Luxembourg.
The absence of a known domicile of a company constitutes a serious contravention of the
law, which may lead to its dissolution and court-ordered close-down in application of articles
1200-1 and 1200-2.»
Art. 1300-3.
The Articles relating to the publication of instruments and balance sheets and Articles462-1,
600-3 and 813-2, shall apply to foreign commercial companies or companies constituted in
one of the forms of commercial companies, which establish a branch or any operational seat
in the Grand Duchy of Luxembourg.
The persons entrusted with the management of the Luxembourg branch or office shall be
subject to the same liability towards third parties as if they were managing a Luxembourg
company.
The Articles mentioned in the first sub-paragraph shall also apply to foreign companies with a
branch or operational seat in the Grand Duchy of Luxembourg at the time of coming into
force of the present law.
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(Law of 27 November 1992)
[2017/1132/EU art. 29 and art. 30]
«Art. 1300-5.
(Law of 10 August 2016)
«Branches opened in the Grand Duchy of Luxembourg (Law of 7 August 2023) «by a company
which is governed by the law of another Member State»222 and to which «Directive (EU)
2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain
aspects of company law»223 applies shall disclose, in accordance with Title I, Chapter Vbis of
the amended Law of 19 December 2002 on the register of commerce and companies and the
accounting and annual accounts of undertakings 224 , the following documents and
particulars:»
1° the address of the branch;
2° particulars on the activities of the branch;
3° (Law of 10 August 2016) «the register in which the company file mentioned in «Article
16 of Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June
2017 relating to certain aspects of company law» 225,226 is kept together with the
registration number in that register;»
4° the corporate denomination and legal form of the company and the name of the branch
if it is different from the corporate denomination of the company;
5° (Law of 10 August 2016) «the appointment, termination of office and particulars of the
persons who are authorised to represent the company in dealings with third parties and
in legal proceedings:
a) as a company organ constituted pursuant to law or as members of any such organ, in
accordance with the disclosure by the company as provided for in «Article 14, letter
(d) of the above-mentioned Directive (EU) 2017/1132»227 ;
b) as permanent representatives of the company for the activities of the branch, with
an indication of the extent of their powers;»
6° (Law of 10 August 2016)
a) «the dissolution of the company, the appointment of liquidators, particulars
concerning them and their powers and the termination of the liquidation as provided
for in Article 14, letters (h), (j) and (k) of the «above-mentioned Directive (EU)
2017/1132»228;
b) bankruptcy proceedings, arrangements, compositions, or any analogous proceedings
to which the company is subject;»
222 Until 31 December 2020, the United Kingdom will be considered as part of the EU in accordance with the EU-
UK Withdrawal Agreement. See also the definition of «Member State» in the sixth paragraph of Article 100-2.
223 Updated by the Grand Ducal Regulation of 5 December 2017.
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7° the accounting documents in accordance with Article 1300-6;
8° the closure of the branch.»
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(Law of 27 November 1992)
[2017/1132/EU art. 36 and art. 37]
«Art. 1300-9.
(Law of 10 August 2016)
«Branches opened in the Grand Duchy of Luxembourg (Law of 7 August 2023) «of companies
which are not governed by the law of a Member State»231 but which are of a legal form
comparable with the types of company to which the «above-mentioned Directive (EU)
2017/1132»232 applies, shall disclose the following documents and particulars in accordance
with Title I, Chapter Vbis of the amended Law of 19 December 2002 on the register of
commerce and companies and the accounting and annual accounts of undertakings233:»
1° the address of the branch;
2° particulars on the activities of the branch;
3° the law of the State by which the company is governed;
4° where that law so provides, the register in which the company is entered and the
registration number of the company in that register;
5° the constitutive instrument and the articles of association if they are contained in a
separate instrument, with all the amendments to these documents;
6° the legal form of the company, its registered office and its object and, at least annually,
the amount of subscribed capital if these particulars are not given in the documents
referred to in point 5°;
7° the corporate denomination of the company and the name of the branch if that is
different from the corporate denomination of the company;
8° the appointment, termination of office and particulars of the persons who are
authorised to represent the company in dealings with third parties and in legal
proceedings:
a) as a company organ constituted pursuant to law or as members of any such organs;
b) as permanent representatives of the company for the activities of the branch;
The extent of the powers of those persons must be stated, together with whether they
may act alone or must act jointly.
9° a) the dissolution of the company and the appointment of liquidators, particulars
concerning them and their powers and the termination of the liquidation;
b) bankruptcy proceedings, arrangements, compositions, or any analogous proceedings
to which the company is subject;
10° the accounting documents in accordance with Article 1300-10;
11° the closure of the branch.»
231
Until 31 December 2020, the United Kingdom will be considered as part of the EU in accordance with the EU-
UK Withdrawal Agreement. See also the definition of «Member State» in the sixth paragraph of Article 100-2.
232 Reference updated by the Grand Ducal Regulation of 5 December 2017.
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(Law of 27 November 1992)
[2017/1132/EU art. 38]
«Art. 1300-10.
(Law of 10 August 2016)
«The compulsory disclosure provided for by Article 1300-9, point 10°, shall apply to the
accounting documents of the company as drawn up, audited and disclosed pursuant to the
law of the State which governs the company.
Where these documents are not drawn up in accordance with, or in a manner equivalent to,
Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the
annual financial statements, consolidated financial statements and related reports of certain
types of undertakings, accounting documents relating to the activities of the branch shall be
drawn up and disclosed in accordance with Luxembourg law. Where the branch exceeds the
criteria for a small company, as set out in Article 35 of the Law of 19 December 2002 on the
register of commerce and companies and the accounting and annual accounts of
undertakings, the audit of the accounting documents by one or more réviseurs d’entreprises
agréés [approved statutory auditors] is compulsory. Article 36 of the Law of 19 December
2002 on the register of commerce and companies and the accounting and annual accounts of
undertakings also applies.
The appointment of the réviseur(s) d’entreprises agréé(s) shall be made by the person
entrusted with the management of the branch.
Article 1300-6, second sub-paragraph, and Article 1300-7 apply to the documents referred to
in the first sub-paragraph of Article 1300-10, sub-paragraph 1 and the documents referred to
in Article 1300-9, point 5°.»
Where these documents are not drawn up in accordance with or in a manner equivalent to
the above-mentioned Directive 2013/34/EU, accounting documents relating to the activities
of the branch shall be drawn up and disclosed in accordance with Luxembourg law. Where
the branch exceeds the criteria for a small company, as set out in Article 35 of the above-
mentioned Law of 19 December 2002, the audit of the accounting documents by one or
more réviseurs d’entreprises agréés [approved statutory auditors] is compulsory. Article 36 of
the above-mentioned Law of 19 December 2002 also applies.
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(Law of 27 November 1992)
«Art. 1300-13.
Where the disclosure made at the branch is different from the disclosure made at the
company, the former shall prevail for dealings made with the branch.»
Art. 1400-2.
Creditors may, in all companies, obtain a court decision ordering the making of the payments
provided for in the articles and which are necessary for safeguarding their rights; the
company may cause the action to be dismissed by reimbursing its debts vis-à-vis such
creditors at their value, after deduction of a discount.
(Law of 25 August 2006)
«The managers, directors or members of the management board, as applicable, are
personally obliged to execute any order given for that purpose.»
Creditors may, in accordance with Article 1166 of the Civil Code, exercise against the
members or shareholders the rights of the company as regards any outstanding payments
which are due by virtue of the articles, corporate resolutions or court orders.
Art. 1400-3.
(Law of 10 August 2016)
«One or more members representing at least 10 per cent of the corporate capital or 10 per
cent of the votes attached to all existing securities, may, either individually or by acting
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together in any manner whatsoever, ask the management body questions in writing on one
or more [acts of management] of the company and as the case may be, of the controlled
companies within the meaning of Article 1711-1 of this law. In the latter case, the request
must be assessed in view of the interest of the companies included within the consolidation.
A copy of the answer must be provided to the person in charge of the statutory audit of the
accounts.
In the absence of an answer within a period of one month, these members may apply to the
judge presiding the chamber of the Tribunal d’Arrondissement [District Court] dealing with
commercial matters and sitting as in urgency matters to appoint one or more experts
instructed to submit a report on the act(s) of management targeted in the written question.
If the application is accepted, the court decision shall determine the scope of the assignment
and the powers of the experts. It may allocate costs to the company.
The judge shall determine whether the report should be published.
The usufructuary of shares or corporate units shall also benefit from the rights set forth in
this Article.»
Art. 1400-4.
Members of associations momentanées shall be summoned directly and individually.
There shall be no direct right of action between third parties and a participant who has
confined himself to mere participation.
Art. 1400-5.
Actions against companies shall be prescribed after the same period as actions against
individuals.
Art. 1400-6.
(Law of 10 August 2016)
The following prescribe after five years:
1° all actions by third parties against members or shareholders, from the publication either
of their withdrawal from the company or of an instrument of dissolution or the expiry of
its contractual term;
2° all actions by third parties for the recovery of dividends improperly distributed, from the
distribution thereof;
3° all actions against liquidators, in such capacity, from the publication prescribed by
Article 1100-15;
4° all actions against managers, directors, members of the management board, members
of the management committee, directeurs généraux (managing executive officers),
members of the supervisory board, (Law of 7 August 2023) «presidents and directeurs
(executive officers) of sociétés par actions simplifiées,» commissaires [supervisory
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auditors] or liquidators, for action taken by them in that capacity, as from the time of
such action, or if they were fraudulently concealed, from the discovery thereof236;
5° all actions for the avoidance of a société anonyme, a société à responsabilité limitée or a
société en commandite par actions, a civil company, a société en nom collectif, a société
en commandite simple, a société en commandite spéciale and a société coopérative
based on Articles100-4, 100-18, paragraph 1, points 1° or 2°, and paragraph 2, point 2°,
320-1, paragraph 8, point 1° and 811-3, paragraph 2, point 1°, from publication, where
the contract has been performed for at least five years, without prejudice to any
damages which may be due;
6° all actions for the avoidance of a société coopérative, from publication where the
contract has been performed for at least five years, without prejudice to any damages
which may be due.
However, the avoidance of sociétés coopératives whose existence is contrary to law may be
applied for, even after expiry of the prescription period.
All actions for the avoidance of deeds and deliberations subsequent to the incorporation of
the company shall lapse six months after the date from which the decisions made are valid
against the person who applies for the avoidance, or from which they are, or, in view of the
circumstances, should have been, known by this person.»
Art. 1500-2.
(Law of 25 August2006)
«The same penalty shall be imposed upon:
1° (Law of 23 March 2007) «the persons who fail to include the information required by
236 Pursuant to Article 11 paragraph (2) of the Law of 23 July 2016 on the audit profession, professional liability
actions against a réviseur d’entreprises [statutory auditor], a réviseur d’entreprises agréé [approved statutory
auditor], a cabinet de révision [audit firm], a cabinet de révision agréé [approved audit firm] or an audit firm shall
be prescribed five years after he or it ceased to provide of his or its services. In connection with a statutory audit
of accounts, professional liability actions against a réviseur d’entreprises agréé [approved statutory auditor], a
cabinet de révision agréé [approved audit firm] or an audit firm shall be prescribed five years after the date of the
audit report.
237 As amended pursuant to the Law of 13 June 1994 concerning penal sanctions (Mém.A - 59 of 7 July 1994,
p.1096; doc.parl. 2974) and the Law of 1 August, 2001 on euro conversion (Mém.A - 117 of 18 September 2001,
p.2440; doc.parl. 4722).
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Articles 420-1, 420-15238 and 420-19 in the instruments, draft instruments or notices
published on the (Law of 27 May 2016) «Recueil électronique des sociétés et
associations» or filed in accordance with (Law of 27 May 2016) «the provisions of Title I,
Chapter Vbis of the amended Law of 19 December 2002 on the register of commerce
and companies and the accounting and annual accounts of undertakings 239 », in
subscription forms, prospectuses, circulars addressed to the public, announcements and
notices published in newspapers»;
2° the managers and directors who have failed to submit to the general meeting within six
months after the end of the financial year, the annual accounts, the consolidated
accounts, the management report, the certificate of the person entrusted with the audit
as well as the managers and directors who have failed to publish such documents (Law
of 7 August 2023) «or have not made the annual accounts available at the company's
registered office » in violation of the requirements of Articles 461-8, 710-23, 813-4 and
1770-1 of this law and Article 79 of the above-mentioned Law of 19 December 2002240;
(Law of 18 December 2015)
3° «the managers and directors who have failed to publish the report on payments to
governments or the consolidated report on payments to governments in violation of the
requirements of Article 1760-4 of this law and Article 72septies of the above-mentioned
Law of 19 December 2002;»
(Law of 23 July 2016)
[2013/34/EU art. 51]
4° «managers and directors who have failed to publish the non-financial statement or the
corporate governance statement referred to in Article 1730-1 of this law and Articles
68bis and 68ter of the above-mentioned Law of 19 December 2002 on the register of
commerce and companies and the accounting and annual accounts of undertakings; »
5° the directors, commissaires [supervisory auditors] or liquidators who have failed to
convene, within three weeks of being requested to do so, the general meeting provided
for in Article 450-8, second sub-paragraph;
6° the persons who contravene the regulations adopted in implementation of Article 813-
9, first sub-paragraph,concerning the audit of sociétés coopératives;
7° the managers of sociétés à responsabilité limitée and of civil companies and, in the
238 The Law of 10 August 2016 deleted the reference to Article 29 [now: Article 420-17].
239 See footnote under Article 100-13 (1).
240 Law of 22 May 2020 on the extension of deadlines for the filing and publication of annual accounts,
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latter, in the absence of managers, the members, who have failed to publish changes of
membership in accordance with Article 100-13, paragraphs 2, point 3°;
8° (Law of 10 August 2016) «the managers who, directly or through intermediaries have
opened a public subscription for corporate units or profit units of a société à
responsabilité limitée; as well as the executives of a société par actions simplifiée who
have opened a public subscription for shares; »
9° the directors of sociétés anonymes who fail to file the report referred to in Article 430-
18, paragraph 2, or who present a report not containing the minimum information
prescribed thereby;
10° the persons referred to in Article 1300-12 who have failed to carry out the publications
provided for by Articles 1300-5 to 1300-7, 1300-9,1300-10;241»
Art. 1500-3.
Shall be regarded as guilty of escroquerie (fraud) and be subject to the penalties laid down in
the Code Pénal (Criminal Code) any person who shall have caused any subscriptions or
payments to be made, or shares, bonds or other securities of companies to be purchased:
1° by simulating subscriptions or payments to a company;
2° by publishing subscriptions or payments which they know not to exist;
3° by publishing the names of persons described as being now or in the future associated
with the company on any basis whatsoever, when they know that such description is
untruthful;
4° by publishing any other facts which they know to be false.
Art. 1500-4.
(Law of 11 July 1988)
«Shall be subject to a jail term of one month to two years and a fine of «5,000 to 125,000
euros»243, any person who, by any fraudulent means, caused or attempted to cause the price
of company shares, bonds or other securities to rise or fall.»
241 The full point has been replaced by a semicolon by the Law of 15 August 2023.
242 The provisions of Chapter IIquater of the Law of 19 December 2002 shall apply from the commencement date
of the first financial year starting on or after 22 June 2024.
243 See footnote to Article 1621500-1.
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Art. 1500-5.
(Law of 10 August 2016) «The following shall be subject to a jail term of one month to two
years and a fine of 5,000 to 125,000 euros or to either one such penalties:
1° the managers or directors who have fraudulently given incorrect information in the
statement of bonds outstanding referred to in Article 470-12;
2° the managers or directors who, with fraudulent intent, have failed to publish the annual
accounts, the consolidated accounts, the management report and the certificate of the
person entrusted with the audit, as provided for by Articles 461-8, 813-4 and 1770-1 and
Article 79 of the amended Law of 19 December 2002 on the register of commerce and
companies and the accounting and annual accounts of undertakings;»
3° any director contravening Article 420-13.»
Art. 1500-6.
(Law of 10 August 2016)
«Any manager or director who, in the absence of inventories, or notwithstanding inventories,
or by means of fraudulent inventories, have caused dividends or interest to be distributed to
shareholders which was not taken from the actual profits and any director or manager who
breaches Articles 461-3 and 710-25, shall be subject to the same penalty.»
Art. 1500-7.
(Law of 24 April 1983)
«The same penalties shall apply to any person who, in his capacity as director, commissaire
[supervisory auditor], manager or member of the supervisory committee, knowingly:
1° (Law of 10 August 2016) «repurchased shares by decreasing the corporate capital or the
legal reserve, contrary to the provisions of Article 430-15 in the case of sociétés
anonymes and Article 710-5, paragraphs 2 to 7 in the case of sociétés à responsabilité
limitée;»
2° (Law of 10 August 2016) «made loans or advances using company funds or provided
security with a view to the acquisition of shares (…)244 in the company or taken a pledge
on the company’s shares (…)245, in violation of Articles 430-19 and 430-21 (…)246;»
(Law of 12 March 1998)
3° «ordered, authorised or accepted that another company, as defined in Article 430-23,
paragraph 1, sub-paragraphs 1 and 2, subscribes, acquires or holds shares in the
conditions referred to in the provisions of Article 420-23,paragraph 1, sub-paragraphs 1
and 2, in violation of Article 430-15;»
(Law of 24 April 1983)
4° «made by any means whatsoever, at the expense of the company, payments on shares
or corporate units or acknowledged payments to have been made which have not in fact
been made in the prescribed manner and at the prescribed times.»
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Art. 1500-8.
(Law of 11 July 1988)
«Shall be subject to a criminal jail term of five to ten years and a fine of «5,000 to 250,000
euros»247 any person who has committed forgery with fraudulent intent or the intent to
cause damage, in the balance sheets or the profit and loss accounts of companies prescribed
by law or by the articles thereof,
1° either by means of false signatures,
2° or by the forgery or alteration of records or signatures,
3° or by the fabrication of agreements, provisions, obligations or discharges or by insertion
thereof in the balance sheets or profit and loss accounts after the event, or
4° by the addition or alteration of clauses, declarations or facts which these documents are
intended to include and record.»
Art. 1500-9.
Any person making use of such false instrument shall be punished as if he had done the
forgery.
Art. 1500-10.
The balance sheet shall exist, for the purpose of application of the foregoing Articles, as from
the time it is submitted for inspection to the shareholders or members.
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2° fail to appoint a depositary or fail to deposit the bearer shares with such depositary in
accordance with the provisions of Article 430-6;
3. acknowledge the rights attaching to bearer shares in breach of the provisions of Article
430-6, paragraph 5.
(2) A depositary, or in case of a legal entity, the managers or the directors of the depositary
who knowingly breach the provisions of Article 430-6, paragraphs 3, 4 and 6, shall be subject
to a fine of 500 euros to 25,000 euros.»
Art. 1500-13.
The provisions of the first book of the Code Pénal (Criminal Code) and «the provisions of
Articles 130-1 to 132-1 of the Code d’Instruction Criminelle (Criminal Procedure Code)»250 on
mitigating circumstances shall apply to the offences provided for in this law.
Art. 1500-14.
(Law of 25 August 2006)
«Evidence of the accusations made against managers, directors and commissaires
[supervisory auditors] of sociétés en commandite par actions, sociétés anonymes and sociétés
coopératives, by reason of facts relating to their management or supervision, shall be
admitted, either against such persons or against the company, by all ordinary methods of
proof unless the opposite is proven by the same methods, all in accordance with the
amended Law of 8 June 2004 on the freedom of expression in the media.»
Art. 1600-2.
The provisions of Articles 100-12, 430-3 to 430-6, 430-12, 443-2, 444-1, 450-1 to 450-5, 450-
10, 461-1 to 461-8, 462-1, 462-3, 470-1 with the exception of the last sub-paragraph, 470-2
and 1400-1 shall apply to companies incorporated under the previous legislation. The
foregoing list is not limitative.
250As amended pursuant to the Law of 13 June 1994 concerning penal sanctions (Mém.A - 59 of 7 July 1994,
p.1096; doc.parl. 2974).
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Articles 470-3 to 470-20 inclusive shall not apply to bonds issued before the date of
application of the present law except with regard to the granting of special security to the
holders of such bonds and the adoption of provisions consequential thereto.
Article 470-21 shall not apply to bonds issued prior to the date of application of the present
law.
The prescription period of five years laid down in Article 1400-6 shall apply even to acts done
under the previous law and which would take more than five years to prescribe under the
previous law.
Art. 1600-3.
Commercial companies and civil companies incorporated in the form of any of the five
commercial companies provided for in Article 100-3 which existed before the date of
application of the present law may not be continued beyond the term fixed for their duration
unless all the provisions in their articles which are contrary to this law are removed and the
company is made subject to all the provisions hereof.
They may not, before the expiry of that period, make any changes to their articles otherwise
than by bringing the clauses affected by the said changes into line with the provisions of the
present law.
In such cases, if the relevant company is a société anonyme, it shall be exempted from
governmental authorisation only if it proceeds in the manner laid down in the first sub-
paragraph.
Sociétés anonymes enjoying concessions in respect of railways or other works of public utility
shall remain subject, in all cases, to the control and supervisory measures laid down in their
present articles.
Art. 1600-4.
No company which, after the date of application of this law, has duly operated for a period of
one year without the validity thereof being contested, may be declared void under Articles
42 and 46 of the Commercial Code of 1807.
Art. 1600-5.
Private powers of attorney, subscription forms and receipts, as provided for in this law, shall
be exempt from stamp duty.
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(Law of 11 July 1988)
«Title XVII - Consolidated accounts251, 252, 253, 254
251 Pursuant to Regulation (EC) n°1606/2002 of the European Parliament and of the Council of 19 July 2002 on the
application of international accounting standards, listed companies, for each financial year starting on or after 1
January, 2005 shall prepare their consolidated accounts in conformity with the «international accounting
standards» meaning the International Accounting Standards (IAS), the International Financial Reporting Standards
(IFRS) and related interpretations and interpretations and standards adopted in the future by the International
Accounting Standards Board (IASB).
Pursuant to that same Regulation, Member States may permit or require listed companies to prepare their annual
accounts and companies other than listed companies to prepare their consolidated and/or their annual accounts
in conformity with international accounting standards. This option was introduced in Luxembourg by the Law of
10 December 2010 on the introduction of international accounting standards (Mémorial A – 225 of 17 December
2010; doc. parl. 5976). See also Article 1780-1 hereafter and Article 72bis of the Law of 19 December 2002 on the
register of commerce and companies reproduced in Annex I.
252 The Law of 10 December 2010 has amended certain provisions of this section. In accordance with Article 4 of
such law, undertakings have the option to disapply the Law of 10 December 2010 to their financial year which is
ongoing on 21 December 2010.
253 In accordance with Article 27 of the Law of 19 December 2002 on the register of commerce and companies and
the accounting and annual accounts of undertakings, a Grand-ducal regulation may authorise certain undertakings
to derogate from the provisions of this Title.
254 In accordance with Article IV point 1. of the Law of 18 December 2015, the provisions thereof shall apply for
the first time to the consolidated accounts and to the related reports of the financial years starting 1 January 2016
or during 2016.
255 The words « except for credit institutions, insurance and reinsurance companies and pension savings
companies with variable capital » have been removed by the Law of 23 July 2016 regarding the publication of
non-financial information and information on diversity by certain major companies and certain groups. See
however paragraphs (3) and (4) of this Article.
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shareholder in or member of that undertaking; or
3° is a shareholder in or member of an undertaking, and controls alone, pursuant to an
agreement with other shareholders in or members of that undertaking, a majority of
shareholders’ or members’ voting rights in that undertaking.» 256
(Law of 25 August 2006)
«A société européenne (SE) having its registered office in the Grand Duchy of Luxembourg
shall be governed by the provisions applicable to sociétés anonymes.»
(2) For the purposes of this Title, the company having the rights set out in paragraph 1 shall
be referred to as the parent company. The undertakings with regard to which the rights set
out above are held shall be referred to as subsidiary undertakings.»
(Law of 23 July 2016)
«(3) Insurance and reinsurance companies are excluded from the scope of the present Title
except for Chapter VI regarding the consolidated report on payments to governments, which
shall apply to them.
(4) Credit institutions are excluded from the scope of the present Title except for Chapter VI
regarding the consolidated report on payments to governments as well Article 1730-1
concerning the publication of non-financial information, which shall apply to them. »
256For companies preparing their consolidated accounts under International Financial Reporting Standards (IFRS),
IFRS 10 contains provisions which determine the entities to be included in the consolidation, including entities
where the parent company holds less than 50% of the voting rights.
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(Law of 11 July 1988)
[2013/34/EU Art 2.10 and Art. 22.6]
«Art. 1711-3.
(1) Without prejudice to Article 1711-8, a parent company and all of its subsidiary
undertakings shall be consolidated regardless of where the registered offices of such
subsidiary undertakings are situated.
(2) For the purposes of paragraph 1 above, any subsidiary undertaking of a subsidiary
undertaking shall be considered a subsidiary undertaking of the parent company which is the
parent of the undertakings to be consolidated.»
(Law of 10 December 2010)
«(3) Each parent company within the meaning of Article 1711-1 which principally holds one
or more subsidiary companies required to be consolidated which are credit institutions or
insurance undertakings may apply the provision of Part III of the amended Law of 17 June
1992 relating to the annual accounts of credit institutions governed by Luxembourg law and
the obligations regarding publication of the accounting documents of branches of credit
institutions and financial institutions governed by foreign laws for the purpose of
consolidation or the provisions of Part III of the amended Law of 8th December 1994 relating
to the annual accounts and the consolidated accounts of insurance and re-insurance
undertakings governed by Luxembourg law – the obligation regarding the drawing up and
publication of the accounting documents of branches of insurance undertakings governed by
foreign laws, respectively. The parent company which elects this option is exempted from
drawing up consolidated accounts in accordance with Article 1711-1.»257
257 Former article 312 which followed this Article has been repealed by the Law of 18 December 2015.
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official trading on a regulated market258 of any Member State259 (…)260 within the meaning of
(Law of 7 August 2023) «Article 1, item 31, of the amended Law of 30 May 2018 on markets
in financial instruments.»
(4) Article 36 of the amended Law of 19 December 2002 on the register of commerce and
companies and the accounting and annual accounts of undertakings shall be applicable.
(5) The amounts indicated above may be amended by Grand Ducal Regulation.»
258 The MiFID II Law (Law of 30 May 2018) defines «regulated market» as a «multilateral system operated and/or
managed by a market operator, which brings together or facilitates the bringing together of multiple third-party
buying and selling interests in financial instruments [Note: meaning those instruments specified in Section C of
Annex I of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in
financial instruments] – in the system and in accordance with its non-discretionary rules – in a way that results in
a contract, in respect of the financial instruments admitted to trading under its rules or systems, and which is
authorised and functions regularly and in accordance with the provisions of Title III of Directive 2014/65/EU. »
259 Until 31 December 2020, the United Kingdom will be considered as part of the EU in accordance with the EU-
UK Withdrawal Agreement. See also the definition of «Member State» in the sixth paragraph of Article 100-2.
260 Terms deleted by the Law of 7 August 2023.
261 Terms deleted by the Law of 7 August 2023. See definition in the sixth paragraph of Article 100-2.
262 Terms deleted by the Law of 7 August 2023. See definition in the sixth paragraph of Article 100-2.
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the person or persons» responsible for auditing those accounts shall be published for
the exempted company in the manner prescribed by Article 100-13.
3° the notes to the annual accounts of the exempted company must disclose:
a) the name and registered office of the parent undertaking which draws up the
consolidated accounts referred to in 1° above; and
b) the exemption from the obligation to draw up consolidated accounts and a
consolidated management report.»
(Law of 10 December 2010)
«(3) This exemption shall not apply to the companies whose securities are admitted to
official trading on a regulated market263 of a Member State (…)264 within the meaning of (Law
of 7 August 2023) «Article 1, item 31, of the amended Law of 30 may 2018 on markets in
financial instruments ».»
263 Please see note under Article 1711-4 (3) for the definition of this term.
264 Terms deleted by the Law of 7 August 2023. See definition in the sixth paragraph of Article 100-2.
265 Terms deleted by the Law of 7 August 2023. See definition in the sixth paragraph of Article 100-2.
266 Terms deleted by the Law of 7 August 2023. See definition in the sixth paragraph of Article 100-2.
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3° the consolidated accounts referred to in 1° above must have been audited by one or
more person authorised to audit accounts under the national law governing the
undertaking which drew them up.
(Law of 30 July 2013)
«Article 1711-5, paragraph 2, point 2°, letter b) and point 3°, and paragraph 3 as well as
Article 1711-6 shall apply.»
267 The English version of Directive 83/349/EEC (this translation following the French version of thedirective)
specified: “if as a whole, they are [material]”. The German version of the directive is identical to the English
version («sofern sie insgesamt»).
268 This paragraph was followed by a paragraph repealed by the Law of 18 December 2015.
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(Law of 11 July 1988)
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(2) However, consolidated accounts may be drawn up as at another date in order to take
account of the balance sheet dates of the largest number or the most important of the
undertakings included in the consolidation. Where use is made of this derogation, that fact
shall be disclosed in the notes to the consolidated accounts together with the reasons
therefor. In addition, account must be taken or disclosure made of important events
concerning the assets and liabilities, the financial position or the profit or loss of an
undertaking included in a consolidation which have occurred between that undertaking's
balance sheet date and the consolidated balance sheet date.
(3) (Law of 18 December 2015) «Where the balance sheet date of an undertaking included in
the consolidation precedes or follows the consolidated balance sheet date by more than
three months, that undertaking shall be consolidated on the basis of interim accounts drawn
up as at the consolidated balance sheet date.»
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(2) The company which draws up consolidated accounts must apply the same measurement
basis as are applied in its annual accounts. However, other measurement basis complying
with the aforementioned Articles may be used in consolidated accounts.
(Law of 30 July 2013) «Where use is made of these derogations, that fact shall be disclosed in
the notes to the consolidated accounts and the reasons given.»
(3) (Law of 18 December 2015) «Where assets and liabilities included in consolidated
accounts have been measured by undertakings included in the consolidation using bases
differing from those used for the purposes of the consolidation, those assets and liabilities
shall be re-measured in accordance with the bases used for the consolidation. Departures
from this requirement shall be permitted in exceptional cases. Any such departures shall be
disclosed in the notes to the consolidated accounts and the reasons given.»
(4) Account shall be taken in the consolidated balance sheet and in the consolidated profit
and loss account of any difference arising on consolidation between the tax chargeable for
the financial year and for preceding financial years and the amount of tax paid or payable in
respect of those years, provided that it is probable that an actual charge to tax will arise
within the foreseeable future for one of the undertakings included in the consolidation.
(5) (Law of 18 December 2015) «Where assets included in consolidated accounts have been
the subject of value adjustments solely for tax purposes, they shall be incorporated in the
consolidated accounts only after those adjustments have been eliminated.»
270 This sub-paragraph was followed by a sub-paragraph repealed by the Law of 18 December 2015.
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(Law of 11 July 1988)
[2013/34/EU Art. 26]
«Art. 1712-17.
(1) Where an undertaking included in a consolidation manages another undertaking jointly
with one or more undertakings not included in that consolidation, that other undertaking
may be included in the consolidated accounts in proportion to the rights in its capital held by
the undertaking included in the consolidation.
(2) Articles 1711-8 to 1712-16 shall apply mutatis mutandis to the proportional consolidation
referred to in paragraph 1 above.
(3) Where this Article is applied, Article 1712-18 shall not apply if the undertaking
proportionally consolidated is an associated undertaking as defined in Article 1712-18.»
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3° the consolidated balance sheet or the notes to the accounts must indicate whether
point 1° or 2°, has been used;
4° for the purposes of the application of points 1° and 2° above, the difference may be
calculated as at the date of acquisition of the shares or corporate units or, where they
were acquired in two or more stages, as at the date on which the undertaking became
an associated undertaking.
(3) Where an associated undertaking's assets or liabilities have been valued by methods
other than those used for consolidation in accordance with Article 1712-14, paragraph 2,
they may, for the purpose of calculating the difference referred to in paragraph 2, points 1°or
2° above, be revalued by the methods used for consolidation. Where such revaluation has
not been carried out that fact must be disclosed in the notes to the accounts.
(4) The book value referred to in paragraph 2, point 1° above, or the amount corresponding
to the proportion of the associated undertaking's capital and reserves referred to in
paragraph 2, point 2° above, shall be increased or reduced by the amount of any variation
which has taken place during the financial year in the proportion of the associated
undertaking's capital and reserves represented by that participating interest; it shall be
reduced by the amount of the dividends relating to that participating interest.
(5) Insofar as the positive difference referred to in paragraph 2, point 1° or point 2° above
cannot be related to any category of assets or liabilities it shall be dealt with in accordance
with Article 1712-15.
(6) The proportion of the profit or loss of the associated undertaking attributable to such
participating interests shall be shown in the consolidated profit and loss account as a
separate item under an appropriate heading.
(7) The eliminations referred to in Article 1712-11, paragraph 1, point 3° shall be effected
insofar as the facts are known or can be ascertained. Article 1712-11, paragraphs 2 and 3,
shall apply.
(8) Where an associated undertaking draws up consolidated accounts, the foregoing
provisions shall apply to the capital and reserves shown in such consolidated accounts.
(9) This Article need not be applied where the participating interests in the capital of the
associated undertaking is (Law of 18 December 2015) «not material» for the purposes of
Article 1712-1, paragraph 3.»
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[2013/34/EU Art. 28.2 point a)]
2° a) the names and registered offices of the undertakings included in the consolidation;
the proportion of the capital held in undertakings included in the consolidation, other
than the parent company, by the undertakings included in the consolidation or by
persons acting in their own names but on behalf of those undertakings; which of the
conditions referred to in Article 1711-1 following application of Article 1711-2 has
formed the basis on which the consolidation has been carried out. The latter
disclosure may, however, be omitted where consolidation has been carried out on
the basis of Article 1711-1, paragraph 1, point 1°, and where the proportion of the
capital and the proportion of the voting rights held are the same;
b) (Law of 30 July 2013) «the same information must be given in respect of
undertakings excluded from the consolidation pursuant to Article 1711-8 and an
explanation of the reasons for the exclusion of the undertakings referred to in Article
1711-8 must be given;»
(Law of 18 December 2015)
«c) when Article 1711-9 is applied, the notes to the annual accounts of the exempted
company must include the information provided for by Article 1712-19, point 2°,
letter b);»
[2013/34/EU Art. 28.2 point b)]
3° a) the names and registered offices of undertakings associated with an undertaking
included in the consolidation as described in Article 1712-18, paragraph 1 and the
proportion of their capital held by undertakings included in the consolidation or by
persons acting in their own names but on behalf of those undertakings;
b) the same information must be given in respect of the associated undertakings
referred to in Article 1712-18, paragraph 9, together with the reasons for applying
that provision;
[2013/34/EU Art. 28.2. point c)]
4° the names and registered offices of undertakings proportionally consolidated pursuant
to Article 1712-17, the factors on which joint management is based, and the proportion
of their capital held by the undertakings included in the consolidation or by persons
acting in their own names but on behalf of those undertakings;
[2013/34/EU Art. 28.2 point d)]
5° the name and registered office of each of the undertakings, other than those referred to
in points 2°, 3° and 4° above, in which undertakings included in the consolidation (...)272
either themselves or through persons acting in their own names but on behalf of those
undertakings, hold at least 20 percent of the capital, showing the proportion of the
capital held, the amount of the capital and reserves, and the profit or loss for the latest
financial year of the undertaking concerned for which accounts have been adopted. This
information may be omitted where, for the purposes of Article 1712-1, paragraph 3, it is
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of negligible importance only. (Law of 18 December 2015) «The information concerning
capital and reserves and the profit or loss may also be omitted where the undertaking
concerned does not publish its balance sheet»;
[2013/34/EU Art. 16.1 point g) and Art. 28.1]
6° the total amount of debts shown in the consolidated balance sheet and becoming due
and payable after more than five years, as well as the total amount of debt shown in the
consolidated balance sheet and secured by collateral on assets granted by undertakings
included in the consolidation, with an indication of the nature and form of the collateral;
(2013/34/EU Art. 16.1 point d) and Art. 28.1]
7° the total amount of any financial commitments that are not included in the consolidated
balance sheet, insofar as this information is of assistance in assessing the financial
position of the undertakings included in the consolidation taken as a whole. Any
commitments concerning pensions and affiliated undertakings which are not included in
the consolidation must be disclosed separately;
(Law of 10 December 2010)
[2013/34/EU Art. 17.1 point p)]
8° «the nature and business purpose of any arrangements that are not included in the
balance sheet, and the financial impact of those arrangements, provided that the risks
or benefits arising from such arrangements are material and in so far as the disclosure of
such risks or benefits is necessary for assessing the financial position of the companies
included in the consolidation taken as a whole;»
[2013/34/EU Art. 17.1 point r)]
9° (Law of 18 December 2015) «transactions which have been entered into with related
parties, including the amounts of such transactions, the nature of the related party
relationship as well as any other information about the transactions necessary for an
understanding of the financial position of the undertakings included in the
consolidation. Information about individual transactions may be aggregated according
to their nature except where separate information is necessary for an understanding of
the effects of the related party transactions on the financial position of the undertakings
included in the consolidation;
by way of derogation from the preceding sub-paragraph, it is possible to present in the
notes to the accounts only transactions with related parties which have not been
concluded under normal market conditions;
transactions between related parties included in a consolidation which are eliminated in
consolidation are not mentioned;
the term «related party»273 has the same meaning as in the international accounting
standards adopted in accordance with Regulation (EC) No 1606/2002 of the European
273For a definition of «related party», see the note following the Grand-Ducal Regulation of 18 December 2015
set out hereafter. In addition, Article 1790-2 (2) also contains a reference to the definition of this term.
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Parliament and of the Council of 19 July 2002 on the application of international
accounting standards;»
[2013/34/EU Art. 18.1 point a)]
10° the consolidated net turnover as defined in the (Law of 10 December 2010) «Article 48
of the amended Law of 19 December2002 on the register of commerce and companies
and the accounting and annual accounts of undertakings», broken down by categories of
activity and into geographical markets insofar as, taking account of the manner in which
the sale of products and the provision of services falling within the ordinary activities of
the undertakings included in the consolidation taken as a whole are organised, these
categories and markets differ substantially from one another;
[2013/34/EU Art. 17.1 point e) and Art. 28.1 point b)]
11° a) the average number of staff employed during the financial year by undertakings
included in the consolidation broken down by categories and, if they are not
disclosed separately in the consolidated profit and loss account, the staff costs
relating to the financial year;
b) the average number of staff employed during the financial year by undertakings to
which Article 1712-17 has been applied shall be disclosed separately;274
[2013/34/EU Art. 17.1 point f) and Art. 28.1]
12° (Law of 30 July 2013)
«a) the difference between the tax charged to the consolidated profit and loss account
for the financial year and to those for earlier financial years and the amount of tax
already paid or payable in respect of those years, provided that this difference is
material for the purposes of future taxation. This amount may also be disclosed in
the balance sheet as a cumulative amount under a separate item with an appropriate
heading;
b) where valuation at fair value has been applied in accordance with Section 7bis of
Title II, Chapter II of the amended Law of 19 December 2002 on the register of
commerce and companies and the accounting and annual accounts of undertakings,
the balance sheet shall show, as the case may be, deferred tax liabilities as a
cumulative amount;»
(Law of 18 December 2015)
«c) the deferred tax balances at the end of the financial year, and the movement in
those balances during the financial year;»
[2013/34/EU Art. 28.1 point c)]
13° the amount of the fees granted in respect of the financial year to the members of the
administrative, managerial and supervisory bodies of the parent company by reason of
their responsibilities in the parent company and its subsidiary undertakings, and the
amount of any commitments arising or entered into under the same conditions in
respect of retirement pensions for former members of those bodies. This information
274 This point 11° [9° at the time] was followed by a point 10° repealed by the Law of 18 December 2015.
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must be given as a total for each category;
[2013/34/EU Art. 28.1 point c)]
14° the amount of advances and loans granted to the members of the administrative,
managerial and supervisory bodies of the parent company by the parent company or by
its subsidiary undertakings, with indications of the interest rates, main conditions and
amounts repaid, if any, as well as commitments entered into on their behalf by way of
guarantee of any kind. This information must be given as a total for each category;»
(Law of 18 December 2009)
[2013/34/EU Art. 18.1 point b) and Art. 28.1]
15° (Law of 23 July 2016) «separately, the total fees received275 during the financial year by
the réviseur d’entreprises agréé [approved statutory auditor], the cabinet de révision
agréé [approved audit firm] or the cabinet d’audit [audit firm] for the statutory audit of
the consolidated accounts, the total fees received for other assurance services, the total
fees received for tax advisory services and the total fees received for any other services
other than audit services»276;
(Law of 10 December 2010)
[2013/34/EU Art. 16.1 point c) and Art. 28.1]
16° (Law of 30 July 2013) «where valuation at fair value of financial instruments has been
275 The English version of the directive uses the term «charged» and the German version uses the term
«berechnet» whereas the French version uses «perçus» which has been translated by «received».
276 Some terms used in this point 14) are defined as follows by the Law of 23 July 2016 on the audit profession
(certain other terms which are necessary for a full understanding being also included):
«audit firm» [cabinet d’audit] [means] a legal person or any other entity, regardless of its legal form, that is
approved in accordance with Directive 2006/43/EC by the competent authorities of another Member State to
carry out statutory audits of accounts.
«cabinet de révision agréé» [approved audit firm] [means] a legal person or any other entity, regardless of its legal
form which is a member of IRE and is authorised under Article 5 [of the Law of 23 July 2016].»
«competent authorities» [means] the authorities designated by law that are in charge of the regulation and/or
oversight of statutory auditors or audit firms or of specific aspects thereof; the reference to «competent
authority» in a specific article [of the Law of 23 July 2016] means a reference to the authority responsible for the
functions referred to in that article;
«IRE» [means] the Institut des Réviseurs d’Entreprises;
«réviseur d’entreprises agréé» [approved statutory auditor][means] a réviseur d’entreprises who is a member of
IRE who is approved in accordance [with the Law of 23 July 2016] to carry out:
a) statutory audits;
b) any duties which are exclusively entrusted to the réviseurs d’entreprises [statutory auditors] by law.
Without prejudice to the provisions of Articles 18 to 23 [of the Law of 23 July 2016], the performance of the duties
provided for under a) and b) of this point is not incompatible with the performance of other activities such as
domiciliation, the contractual audit of accounts, providing tax advice, organising and setting up accountings and
analysing, by means of accounting procedures, the position and operation of undertakings from economic, legal,
and financial perspectives.
«statutory audit» [means] the audit of the annual financial statements or of the consolidated financial statements
to the extent required by law or by directly applicable Union law.»
«statutory auditor» [contrôleur légal des comptes] [means] a natural person who is approved in accordance with
Directive 2006/43/EC by the competent authorities of another Member State to carry out statutory audits of
accounts.
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applied in accordance with «Section 7bis of Title II 277, Chapter II, of the amended Law of
19 December 2002 on the register of commerce and companies and the accounting and
annual accounts of undertakings»:
a) the significant assumptions underlying the valuation models and techniques used
where fair values have been determined in accordance with Article 64ter, paragraph
1, letter b) of the above-mentioned Law of 19 December 2002;
b) per category of financial instruments, the fair value, the changes in value included
directly in the profit and loss account as well as, in accordance with Article 64quater
of that law, changes included in the fair value reserve;
c) for each class of derivative financial instruments, information about the extent and
the nature of the instruments, including significant terms and conditions that may
affect the amount, timing and certainty of future cash flows; and
d) a table showing movements in the fair value reserve during the financial year;»
(Law of 10 December 2010)
[2013/34/EU Art. 17.1 point c) and Art. 28.1]
17° «where valuation at fair value of financial instruments has not been applied in
accordance with Section 7bis of (Law of 30 July 2013) «Title II», Chapter II of the
amended Law of 19 December 2002 on the register of commerce and companies and
the accounting and annual accounts of undertakings.
a) for each class of derivative instruments;
i) the fair value of the instruments, if such a value can be determined by any of the
methods prescribed in Article 64ter, paragraph 1, of the above-mentioned Law of
19 December 2002;
ii) information about the extent and the nature of the instruments; and
b) for financial fixed assets covered by Article 64bis of the above-mentioned Law of 19
December 2002, carried at an amount in excess of their fair value and without use
being made of the option to make a value adjustment in accordance with Article 55,
paragraph 1, letter c), aa) of the above-mentioned Law of 19 December 2002;
i) the book value and the fair value of either the individual assets or appropriate
groupings of those individual assets;
ii) the reasons for not reducing the book value, including the nature of the evidence
that provides the basis for the belief that the book value will be recovered;»
(Law of 30 July 2013)
18° «where valuation at fair value of certain categories of assets other than financial
instruments has been applied in accordance with Section 7bis of Title II, Chapter II of the
amended Law of 19 December 2002 on the register of commerce and companies and
the accounting and annual accounts of undertakings:
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a) the main assumptions underlying the valuation models and techniques used, where
fair value has not been determined by reference to a market value;
b) for each class of assets other than financial instruments, the fair value as at the date
of the end of the financial year and the changes in value during the financial year;
c) for each class of assets other than financial instruments, information on the
significant terms and conditions that may affect the amount and certainty of future
cash flows;»
(Law of 18 December 2015)
19° «the nature and the financial effect of material events arising after the consolidated
balance sheet date which are not reflected in the consolidated profit and loss account or
the consolidated balance sheet.»
278 This paragraph was followed by a paragraph repealed by the Law of 18 December 2015.
279 See footnote under Article 1712-14.
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appropriate, non-financial key performance indicators relevant to the particular business,
including information relating to environmental and employee matters.
In providing its analysis, the consolidated management report shall, where appropriate,
provide references to and additional explanations of amounts reported in the consolidated
accounts.»
(2) In respect of those undertakings, the report shall also give an indication of:
1° the likely future development of those undertakings taken as a whole;280
2° the activities of those undertakings taken as a whole in the field of research and
development;
3° the number and nominal value or, in the absence of a nominal value, the accounting par
value of all of the parent company's shares or corporate units held by that company
itself, by subsidiary undertakings of that undertaking or by a person acting in his own
name but on behalf of those undertakings. These particulars may be disclosed in the
notes to the accounts;»
(Law of 10 December 2010)
4° (Law of 30 July 2013) «in relation to the use by such undertakings281 of financial
instruments and, where material for the assessment of their assets, liabilities, financial
position and profit or loss,
a) the financial risk management objectives and policies of such undertakings 282 ,
including their policy for hedging each major type of forecasted transaction for which
hedge accounting is used; and
b) the exposure such undertakings to price risk, credit risk, liquidity risk and cash flow
risk;»
(Law of 10 December 2010)
5° «a description of the main features of the group’s internal control and risk management
systems in relation to the process for preparing consolidated accounts, where a
company has its securities admitted to trading on a regulated market283 (Law of 7 August
2023) « of a Member State»284 within the meaning of (Law of 7 August 2023) «Article 1,
item 31., of the amended Law of 30 May 2018 on markets in financial instruments». In
the event that the consolidated management report and the management report are
presented as a single report, this information must be included in the section of the
report containing the corporate governance statement as provided for by Article 68bis
of the amended Law of 19 December 2002 on the register of commerce and companies
and the accounting and annual accounts of undertakings.
If the information required by Article 68bis of the above-mentioned Law of 19 December
280 This point was preceded by a point repealed by the Law of 18 December 2015.
281 The law follows the English version of the directive which uses the plural form, thereby referring to all
companies included in the consolidation, whereas the French version is limited to referring to the company.
282 See prior footnote.
283 Please see note under Article 1711-4 for the definition of this term.
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2002 is set out in a separate report published together with the management report in
the manner prescribed by Article 68 of the above-mentioned Law of 19 December 2002,
the information referred to in this point shall also form part of that separate report.»
(Law of 10 December 2010)
«(3) Where a consolidated annual report is required in addition to an annual report, the two
reports may be presented as a single report. In preparing such a single report, it may be
appropriate to give greater emphasis to those matters which are significant to the
undertakings included in the consolidation taken as a whole».
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3° exceeding, together with its subsidiary undertakings in the meaning of Article 1711-1,
paragraph 2, on its balance sheet date on a consolidated basis, the criterion of the
average number of 500 employees during the financial year.
For the purpose of the non-financial statements, the undertakings comprised in the
consolidation within the meaning of Article 1712-1 shall, as a whole, be referred to as the
group.
(2) The parent companies referred to in paragraph 1 shall include in the consolidated
management report a consolidated non-financial statement containing information to the
extent necessary for an understanding of the group's development, performance, position
and impact of its activity, relating to, as a minimum, environmental, social and employee
matters, respect for human rights, anti-corruption and bribery matters, including:
1° a brief description of the group's business model;
2° a description of the policies pursued by the group in relation to those matters, including
due diligence processes implemented;
3° the outcome of those policies;
4° the principal risks related to those matters linked to the group's operations including,
where relevant and proportionate, its business relationships, products or services which
are likely to cause adverse impacts in those areas, and how the group manages those
risks;
5° non-financial key performance indicators relevant to the particular business.
Where the group does not pursue policies in relation to one or more of those matters, the
consolidated non-financial statement shall provide a clear and reasoned explanation for not
doing so.
The consolidated non-financial statement referred to in the first subparagraph shall also,
where appropriate, include references to, and additional explanations of, amounts reported
in the consolidated financial statements.
Information relating to impending developments or matters in the course of negotiation may
be omitted in exceptional cases where, in the duly justified opinion of the members of the
administrative, management and supervisory bodies, acting within the competences
assigned to them by national law and having collective responsibility for that opinion, the
disclosure of such information would be seriously prejudicial to the commercial position of
the group, provided that such omission does not prevent a fair and balanced understanding
of the group's development, performance, position and impact of its activity.
For the disclosure of the information referred to in the first subparagraph, the parent
undertaking may rely on national, European Union-based or international frameworks.The
parent undertaking shall specify which frameworks it has relied upon.
(3) A parent undertaking fulfilling the obligation set out in paragraph 2 shall be deemed to
have fulfilled the obligation relating to the analysis of non-financial information set out in
Article 68, paragraph 1, letter b) of the amended law of 19 December 2002 on the register of
commerce and companies and the accounting and annual accounts of undertakings. The
same applies to the obligation relating to the analysis of non-financial information set out in
Article 1720-1, paragraph 1.
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(4) A parent undertaking which is also a subsidiary undertaking shall be exempted from the
obligation set out in paragraph 2 if that exempted parent undertaking and its subsidiaries are
included in the consolidated management report or the separate report of another
undertaking, drawn up in accordance with Article 29 and 29a of the above-mentioned
Directive 2013/34/EU.
(5) Where a parent undertaking prepares a separate report corresponding to the same
financial year, referring to the whole group, whether or not relying on national, European
Union-based or international frameworks and covering the information required for the
consolidated non-financial statement as provided for in paragraph 2, that parent undertaking
is exempted from the obligation to prepare the consolidated non-financial statement laid
down in paragraph 2, provided that such separate report:
1° is published together with the consolidated management report in accordance with
Article 1770-1; or
2° is made publicly available within a reasonable period of time, not exceeding six months
after the balance sheet date, on the parent undertaking's website, and is referred to in
the consolidated management report.
Paragraph 3 shall apply to parent undertakings preparing a separate report as referred to in
the first subparagraph of this paragraph.
(6) The réviseur d’entreprise agrée [approved statutory auditor] checks whether the
consolidated non-financial statement referred to in paragraph 2 or the separate report
referred to in paragraph 5 has been provided. »
286Neither the Law of 1915 nor the Law of 19 December 2002 on the register of commerce and companies and
the accounting and annual accounts of undertakings provide for a «consolidated » corporate governance
statement.
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requirements of this law and, where applicable, in accordance with the international
accounting standards287 adopted in accordance with Regulation (EC) No 1606/2002.»
287 At the moment, Commission Regulation (EU) 2023/1803 dated 13 September 2023 realises such adoption. This
regulation abrogates Regulation (EC) N° 1126/2008 of 23 November 2008 and provides that all references to the
abrogated regulation are deemed to be references to the new Regulation.
288 As regards certain rules on the appointment, termination and resignation of réviseurs d’entreprises agréé
[approved statutory auditors], please refer to the footnote under Article 69 of the Law of 19 December 2002 on
the register of commerce and companies and the accounting and annual accounts of undertakings reproduced in
Annex I.
289 This paragraph was followed by three paragraphs repealed by the Law of 18 December 2015.
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(Law of 18 December 2015)
[2013/34/EU Art. 35]
Art. 1750-2290.
«(1) The réviseur(s) d’entreprises agréé(s) [approved statutory auditor(s)] or the cabinet(s) de
révision agréé(s) [approved audit firm(s)] shall present the outcome of the statutory audit of
the accounts in an audit report. This report shall be drawn up in accordance with such
international auditing standards as adopted for the Grand Duchy of Luxembourg by the
Commission de surveillance du secteur financier. 291
(2) The audit report shall be in writing and shall:
1° identify the entity whose consolidated accounts are the subject of the statutory audit;
specify the relevant consolidated accounts, the balance sheet date and the period
covered; and identify the financial reporting framework that has been applied in their
preparation;
2° contain a description of the scope of the statutory audit of the accounts, which shall, as
a minimum, identify the auditing standards in accordance with which the statutory audit
was conducted;
3° contain an audit opinion, which shall be either unqualified, qualified or an adverse
opinion and shall clearly state the opinion of the réviseur(s) d’entreprises agréé(s)
[approved statutory auditor(s)] or cabinet(s) de révision agréé(s) [approved audit firm(s)]
as to:
a) whether the consolidated accounts give a true and fair view in accordance with the
relevant financial reporting framework; and
b) where appropriate, whether the consolidated accounts comply with statutory
requirements.
If the réviseur(s) d’entreprises agréé(s) [approved statutory auditor(s)] or the cabinet(s)
de révision agréé(s) [approved audit firm(s)] are unable to express an audit opinion, the
report shall contain a disclaimer of opinion;
4° refer to any other matters to which the réviseur(s) d’entreprises agréé(s) [approved
statutory auditor(s)] or cabinet(s) de révision agréé(s) [approved audit firm(s)] draw
attention by way of emphasis without qualifying the audit opinion;
5° include the audit opinion and the statement, each based on the work performed during
the audit, referred to in Article 1750-1, paragraph 2;
6° include a statement on potential material uncertainties related to events or to
circumstances that may cast significant doubt upon the entity’s ability to continue as a
going concern;
7° specify the place of establishment of the réviseur(s) d’entreprises agréé(s) [approved
statutory auditor(s)] or cabinet(s) de révision agréé(s) [approved audit firm(s)].
290 This Article should be read together with Article 35 of the Law of 23 July 2016 on the audit profession which is
set forth in a footnote under Article 69bis of the Law of 19 December 2002 on the register of commerce and
companies and the accounting and annual accounts of undertakings.
291 See CSSF Regulation N° 22-01.
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(3) Where the statutory audit of the accounts has been carried out by several réviseurs
d’entreprises agréés [approved statutory auditors] or cabinets de révision agréés [approved
audit firms], they shall together agree on the outcome of the statutory audit of the accounts
and present a joint report and opinion. In case of disagreement, each réviseur d’entreprises
agréé [approved statutory auditor] or cabinet de révision agréé [approved audit firm] shall
express its opinion in a paragraph that is separate from the audit report and shall set out the
reasons for the disagreement.
(4) The audit report shall be signed and dated by the réviseur d’entreprises agréé [approved
statutory auditor]. Where a cabinet de révision agréé [approved audit firm] carries out the
statutory audit of the accounts, the audit report shall bear the signature of at least the
réviseur(s) d’entreprises agréé(s) [approved statutory auditor(s)] carrying out the statutory
audit of the accounts on behalf of the audit firm. Where several réviseurs d’entreprises
agréés [approved statutory auditors] or cabinets de révision agréés [approved audit firms]
have worked at the same time, the audit report shall be signed by all the réviseurs
d’entreprises agréés [approved statutory auditors] or at least by the réviseurs d’entreprises
agréés [approved statutory auditors] carrying out the statutory audit of the accounts on
behalf of each cabinet de révision agréé [approved audit firm].
(5) The report of the réviseur d’entreprises agréé [approved statutory auditor] or of the
cabinet de révision agréé [approved audit firm] on the consolidated accounts shall comply
with the requirements set out in paragraphs 1 to 4. In reporting on the consistency of the
consolidated management report and the consolidated accounts as required by point 5° of
paragraph 2, the réviseur d’entreprises agréé [approved statutory auditor] or the cabinet de
révision agréé [approved audit firm] shall consider the consolidated accounts and the
consolidated management report. Where the annual accounts of the parent undertaking are
attached to the consolidated accounts, the reports by the réviseurs d’entreprises agréés
[approved statutory auditors] or cabinets de révision agréés [approved audit firms] required
by this Article may be combined.»
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1893/2006 of the European Parliament and of the Council of 20 December 2006
establishing the statistical classification of economic activities NACE Revision 2292;
2° «undertaking active in the logging of primary forests» means an undertaking with
activities in primary forests as referred to in Section A, Division 02, Group 02.2 of Annex I
to the above-mentioned Regulation (EC) No 1893/2006293;
3° «government» means any national, regional or local authority of a Member State294 or
of a third country. It includes a department, agency or undertaking controlled by that
authority within the meaning of Articles 1711-1 to 1711-3;
4° «project» means the operational activities that are governed by a single contract,
license, lease, concession or similar legal agreements and form the basis for payment
liabilities to a government. None the less, if multiple such agreements are
interconnected in a substantive manner, they shall be considered as one project;
5° «payment» means an amount paid, in cash or in kind, for activities as described in points
1° and 2°, of the following types:
a) production based payment claims295;
b) taxes levied on the income, production or profits of companies, excluding taxes
levied on consumption such as value added taxes, personal income taxes or sales
taxes;
c) royalties;
d) dividends;
e) signature, discovery and production bonuses;
f) licence fees, rental fees, entry fees and other considerations for licences and/or
concessions; and
g) payments for infrastructure improvements.
6° «large undertaking» means an undertaking organised as a société anonyme, société
européenne, société en commandite par actions, société à responsabilité limitée or as
one of types of companies referred to in Article 77, paragraph 2, items 2° and 3° of the
above-mentioned Law of 19 December 2002 on the register of commerce and
companies and the accounting and annual accounts of undertakings, and which, on its
balance sheet date, exceeds the limits of at least two of the three criteria referred to in
Article 47 of the above-mentioned amended Law of 19 December 2002;
7° «public-interest entities» means undertakings within the meaning of Article 2, point 1)
of Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013
on the annual financial statements, consolidated financial statements and related
292 05: Mining of coal and lignite; 06: Extraction of crude petroleum and natural gas, 07: Mining of metal ores, 08:
Other mining and quarrying (inter alia stone, sand, clay, gypsum, chemical minerals, peat, salt).
293 Logging.
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reports of certain types of undertakings296;
8° «subsidiary undertaking» means an undertaking as defined in Article 1711-1, paragraph
2;
9° «parent undertaking» means an undertaking as defined in Article 1711-1, paragraph 2;
10° «group» means all of the undertakings included in the consolidation within the meaning
of Article 1712-1;
11° «affiliated undertakings» means any two or more undertakings which are connected as
described in Article 1790-2, paragraph 1.
296The Law of 23 July 2016 on the audit profession contains a definition of «public-interest entities». See the
footnote under Article 443-1.
297Terms deleted by the Law of 7 August 2023.
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The above exemptions shall apply only if they are also used for the purposes of the
consolidated accounts.
298 Law of 22 May 2020 on the extension of deadlines for the filing and publication of annual accounts,
consolidated accounts and related reports during the state of crisis.
Art. 2. By derogation from the provisions of the amended Law of 10 August 1915 on commercial companies, the
following are extended by three months: (…)
2° the period for publication of the report on payments to governments on the Recueil électronique des sociétés
et associations referred to in Article 1760-4 of the Law of 10 August 1915 mentioned above. (…)
Art. 5. This law only applies to annual accounts, consolidated accounts as well as related reports and annual
general meetings in relation to the financial year closed as at the date of the end of the state of crisis as extended
of 24 March 2020 extending the state of crisis declared by Grand Ducal Regulation of 18 March 2020 introducing a
series of measures in the context of the fight against COVID-19 and for which the deadlines for filing and
publication or holding had not expired by 18 March 2020.
This Law shall enter into force on the day of its publication in the Official Journal of the Grand Duchy of
Luxembourg. [This Law entered into force on 29 May 2020.]
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[2013/34/EU Art. 45.2]
Art. 1760-5.
The members of the responsible bodies of an undertaking, acting within the competences
assigned to them by law, have responsibility for ensuring that, to the best of their knowledge
and ability, the consolidated report on payments to governments is drawn up and published
in accordance with the requirements of this Chapter.
299 The equivalence of third-country requirements must be acknowledged by an implementing act of the
European Commission.
300 Law of 22 May 2020 on the extension of deadlines for the filing and publication of annual accounts,
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(Law of 30 July 2013)
«(2) Consolidated accounts and the consolidated management report are drawn up in only
one language. For this purpose, the parent company is free to use the German or the English
language instead of the French language.»
(3) (Law of 10 December 2010) «Article 79 paragraph 1, sub-paragraphs 2 and 3, of the
amended Law of 19 December 2002 on the register of commerce and companies and the
accounting and annual accounts of undertakings» shall apply with respect to the
consolidated management report.
(4) (Law of 10 December 2010) «Articles 80 and 81 of the above-mentioned Law of 19
December2002 shall apply.
(Law of 10 December 2010)
«(5) Paragraph 2 shall not apply to companies whose securities are admitted to trading on a
regulated market301 of a Member State302 (…)303 within the meaning of (Law of 7 August
2023) «Article 1, item 31, of the amended Law of 30 May 2018 on markets in financial
instruments.»
301 For the definition of this term, see the footnote under Article 1711-4.
302 Until 31 December 2020, the United Kingdom will be considered as part of the EU in accordance with the EU-
UK Withdrawal Agreement. See also the definition of «Member State» in the sixth paragraph of Article 100-2.
303 Terms deleted by the Law of 7 August 2023.
304 Please see footnote under Article 1711-4 for the definition of this term.
305 Until 31 December 2020, the United Kingdom will be considered as part of the EU in accordance with the EU-
UK Withdrawal Agreement. See also the definition of «Member State» in the sixth paragraph of Article 100-2.
306 Terms deleted by the Law of 7 August 2023.
307 At the moment, Commission Regulation (EU) 2023/1803 dated 13 September 2023 realises such adoption. This
regulation abrogates Regulation (EC) N° 1126/2008 of 23 November 2008 and provides that all references to the
abrogated regulation are deemed to be references to the new Regulation.
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However, in that case, the relevant companies remain subject to the provisions of Articles
1711-1 to 1711-7, 1712-19, points 2° to 5°, 11°, 13° to 15°, 1712-20, paragraph 1, 1720-1,
1730-1, 1750-1 and 1780-2.»
308For the definition of «affiliated party» see the note following the Grand-Ducal Regulation of 18 December 2015
set out in Annex I below. In addition Article 1712-19 9° also contains a reference to the definition of this term.
309 At the moment, Commission Regulation (EU) 2023/1803 dated 13 September 2023 realises such adoption. This
regulation abrogates Regulation (EC) N° 1126/2008 of 23 November 2008 and provides that all references to the
abrogated regulation are deemed to be references to the new Regulation.
310 Former article 344-1 which followed this Article has been repealed by the Law of 10 December 2010.
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Annex I
Chapters I, Ibis, II, IIbis, IIter, IIquater and IV of Title II of the Law of 19
December 2002 on the register of commerce and companies and the
accounting and annual accounts of undertakings311,312
TITLE II
On accounting books and annual accounts of undertakings313
Art. 24.314
Title II. - On commercial books, of Book I of the Commercial Code is amended as follows:
«Art. 8.
For the application of this Title, «undertakings» are
1° individuals who are business persons;
2° (Law of 30 July 2013) «commercial companies vested with legal personality, European
economic interest groupings and economic interest groupings»;
(Law of 12 July 2013)
3° «sociétés en commandite spéciale.»
Individual business persons not domiciled in Luxembourg, foreign law undertakings referred
to sub 2° in the first paragraph and European economic interest groupings with registered
seat abroad are only subject to the provisions of this (Law of 30 July 2013) «title» in respect
of their branches or seats of activity established in Luxembourg. Their branches and seats of
activity established in the country are together considered as one undertaking. Books,
accounts and supporting documents concerning such seats and branches must be kept in
Luxembourg.
311 In accordance with Article IV point 1. of the Law of 18 December 2015, the provisions of that law shall apply for
the first time to the annual accounts and to the related reports of the financial years starting on 1 January 2016 or
during calendar 2016.
312 In accordance with Article 4 of the Law of 30 July 2013, undertakings may decide not to apply the provisions of
that law to financial years which have not yet ended as of 5 October 2013.
313 The Law of 10 December 2010 has amended certain provisions of this Title. In accordance with Article 4 of such
law, undertakings have the option to disapply the Law of 10 December 2010 to their financial year which is
ongoing on 21 December 2010.
314 Article 24 of the Law of 19 December 2002 on the register of commerce and companies and the accounting
and annual accounts of undertakings (Mém.A - 149 of 31 December 2002, p.3630) amending Title II of Book I of
the Commercial Code.
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Art. 9.
Each undertaking must keep accounting books which are appropriate to the nature and
extent of its activities and comply with the specific legal provisions which are relevant for
those activities.
Art. 10.
The accounting books of legal entities shall take into account all their transactions, assets and
rights of any kind and all their liabilities, obligations and commitments of any kind.
The accounting books of business persons who are individuals shall take into account those
same items where they relate to the business activity of such individuals; they shall
separately state the equity allocated to that business activity.
Art. 11.
(Law of 30 July 2013) «The accounting books shall be kept in accordance with a system of
books and accounts which comply with the standard rules of double entry bookkeeping,
except for individual business persons referred to in Article 13, sub-paragraph 1, who are
entitled to keep simplified accounting books.»
All transactions are recorded without delay, fairly and without omission and in chronological
order, either in a single ledger, or in a system of specialised ledgers. In the latter case, all data
recorded in specialised ledgers are reported in a single centralised ledger together with an
indication of the various accounts affected.
Art. 12.
Accounts used are defined in a chart of accounts which is appropriate for the undertaking’s
activities. The chart of accounts is permanently kept at the registered office of the
undertaking to be available to all who are concerned by it.
(Law of 30 July 2013) «The content of a standard chart of accounts is determined by a Grand
Ducal regulation315.»
Art. 13.
(Law of 18 December 2015)
«Individual business persons whose turnover for the last financial year, excluding value
added tax, does not exceed 100,000 euros, have the option to not keep their accounting
books in accordance with the requirements of Article 12, 2nd paragraph. Such an option also
exists for sociétés en nom collectif and sociétés en commandite simple except for those
referred to in Article 77, 2nd paragraph, points 2° and 3° of the amended Law of 19 December
2002 on the register of commerce and companies and the accounting and annual accounts of
undertakings. This option exists for sociétés en commandite spéciale regardless of their
turnover.»
The amount referred to in the first paragraph can be modified by Grand Ducal regulation.
315Grand-Ducal regulation of 12 September 2019 on the content of the revised standard chart of accounts
referred to in article 12 of the Commercial Code (Mémorial A N°631 of 23 September 2019). The standard chart of
accounts attached to the latter regulation applies to financial years beginning on or after 1st January 2020, save
for those provisions referred to in its article 13(2).
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In case the financial year has a duration of less or more than 12 months, the amount referred
to in the first paragraph is multiplied by a fraction, the denominator of which is 12 and the
numerator of which is the number of months included in the relevant financial year, any
incomplete month being counted as a full month.
Individual business persons and sociétés en nom collectif or société en commandite simple
which launch their activities, are entitled not to keep their accounting books in accordance
with the requirements of Article 12, as long as forecasts established on a good faith basis
show that the turnover, excluding value added tax, expected to be reached at the end of the
first financial year does not exceed the amount referred to in the first paragraph, calculated,
where necessary, in accordance with the previous paragraph.
(Law of 30 July 2013) «Article 12 does not apply to credit institutions, insurance and
reinsurance companies, or to undertakings of the financial sector which are subject to the
prudential supervision of the Commission de Surveillance du Secteur Financier (CSSF)316,
except for support PFS referred to in sub-section 3 of section 2 of chapter 2 of part I of the
amended Law of 5 April 1993 on the financial sector.»
Art. 14.
Supporting documents, correspondence received and copies of the outgoing correspondence
must be kept in a chronological order and by following a methodical classification.
Art. 15.
Any undertaking shall draw up once a year a complete inventory of its assets and rights of
any kind and of its liabilities, obligations and commitments of any kind.
After their reconciliation with the inventory, the accounting books shall be summarised in a
descriptive document which shall form the annual accounts.
Art. 16.
With the exclusion of the balance sheet and the profit and loss account, the documents and
the information referred to in articles 11, 12, 14 and 15 can be archived in copy form. These
copies shall have the same value in evidence as original documents of which they are
presumed, unless proven otherwise, to be an accurate copy when they are made in the
framework of a consistently followed management method and provided that they comply
with the conditions set forth by a Grand Ducal regulation.
The documents and the information referred to articles 11, 12, 14 and 15, regardless of the
form in which they are archived, must be kept for ten years starting at the end of the
financial year to which they relate.
316According to Article 2(1) of the Law of 23 December 1998 establishing a Commission de Surveillance du Secteur
Financier, as amended: «The CSSF is the competent authority for the prudential supervision of credit institutions,
PFS within the meaning of the Law of 5 April 1993 on the financial sector, alternative investment fund managers
authorised under the Law of 12 July 2013 on alternative investment fund managers, undertakings for collective
investment, pension funds having the form of a SEPCAV for an ASSEP, authorised securitisation undertakings,
fiduciary-representatives acting with respect to securitisation undertakings and SICARs as well as payment
institutions and electronic money institutions within the meaning of the Law of 10 November 2009 on payment
services.»
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(Law of 25 July 2015)
«Copies in digital form made by a dematerialisation or preservation service provider shall
have, in the absence of proof to the contrary, the same value in evidence as the original
document or the instrument deemed to be the original.
A copy may not be dismissed by the judge solely on the grounds that it is in electronic form
or that it has not been made by a dematerialisation service provider. »
Art. 17.
Duly and regularly kept business accounting books may be accepted by the judge as evidence
of commercial facts and transactions between business persons.
Art. 18.
The accounting books which business undertakings are obliged to keep, and with respect to
which they have not complied with the above requirements, can neither be used as evidence
or prove any matter in courts to the benefit of those who kept them; without prejudice to
the provisions of the Book [of the Commercial Code] on Bankruptcy and Fraudulent
Insolvency.
Art. 19.
In a litigation, the communication of the accounting books may be ordered by the judge,
even on his own initiative, in order to withdraw therefrom any information concerning the
dispute.
Art. 20.
In case the accounting books which are offered, requested or ordered to be presented are
located in a place which is distant from the court hearing the dispute, the court may address
a formal assistance request to the Tribunal d’Arrondissement [District Court] sitting in
commercial matters of the relevant location or delegate a juge de paix, to review the
accounting books, draw up a report on their content and provide such report to the court
hearing the case.
Art. 21.
If the party to the dispute whose books are proposed [by the other party] to be recognised as
[determining] evidence refuses to communicate them, the judge may order that the other
party has the right to settle the litigation by its declaration under oath.
Art. 24bis.
Unless otherwise specified, for the purposes of this law, the following definitions shall apply
1 ° «Member States» : the Member States of the European Union and the States party to
the Agreement on the European Economic Area other than the Member States of the
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European Union, within the limits defined by that Agreement and the acts relating
thereto;
2 ° «regulated market of a Member State» : means a regulated market317 of a Member State
within the meaning of Article 1, point 31, of the amended law of 30 May 2018 on
markets in financial instruments. »
Art. 25.
(Law of 10 December 2010)
«The present Chapter applies to the undertakings referred to in Article 8 of the Commercial
Code except for
1° individuals who are business persons, (Law of 12 July 2013) «sociétés en commandite
spéciale» and sociétés en nom collectif or en commandite simple, referred to in Article
13 of the Commercial Code;
2° (Law of 23 July 2016) « insurance and re-insurance companies; »
3° sociétés d'épargne-pension à capital variable (savings-pension companies with variable
capital).
This Chapter applies to sociétés d'investissement à capital variable (SICAV, investment
companies with variable capital) and to financial holding companies, referred to in Articles 30
and 31 except where this law provides for a derogation therefrom.»
(Law of 23 July 2016)
«Credit establishements are excluded from the scope of the present Chapter with the
exception of Articles 68bis and 68ter regarding the publication of non-financial information
and information on diversity. »
317 For the definition of this term, see the footnote under Article 1711-4 of the Law of 1915.
318 Footnotes will indicate the number of the abrogated article of the Law of 1915 which corresponds at least in
essence to the relevant provision. There may however be differences between the now abrogated provisions of
the Law of 1915 and those of the Law of 2002.
319 Pursuant to Regulation (EC) n°1606/2002, of the European Parliament and of the Council of 19 July, 2002 on
the application of international accounting standards, a Member State may permit or require listed companies to
prepare their annual accounts and companies other than listed companies to prepare their consolidated and/or
their annual accounts in conformity with «international accounting standards» meaning the International
Accounting Standards (IAS), the International Financial Reporting Standards (IFRS) and related interpretations and
interpretations and standards adopted in the future by the International Accounting Standards Board (IASB). This
option was introduced in Luxembourg by the Law of 10 December 2010 on the introduction of international
accounting standards (Mémorial A-225 of 17 December 2010; doc. parl. 5976). See also Article 72bis hereafter
and Article 1780-1 of the Law of 1915 with respect to consolidated accounts.
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Art. 26.320
(1) The annual accounts referred to in Article 15 of the Commercial Code comprise the
balance sheet, the profit and loss account and the notes to the accounts; these
documents shall constitute a composite whole.
(Law of 10 December 2010) «Undertakings may include other statements in the annual
accounts in addition to the documents referred to in the first sub-paragraph.»
(2) The annual accounts shall be drawn up clearly and in accordance with the provisions of
this Chapter.
(3) The annual accounts shall give a true and fair view of the undertaking's assets, liabilities,
financial position and results.
(4) Where the application of the provisions set out hereafter would not be sufficient to give
a true and fair view within the meaning of paragraph (3), additional information must be
given.
(5) Where in exceptional cases the application of a provision of this Chapter is incompatible
with the obligation laid down in paragraph (3) above, that provision must be derogated
from in order to give a true and fair view within the meaning of paragraph (3). Any such
derogation must be disclosed in the notes to the accounts together with an explanation
of the reasons for it and a statement of its effect on the assets, liabilities, financial
position and results.
(6) (Law of 18 December 2015) «Where a provision of this Title refers to the term
«material», this term shall mean the status of information where its omission or
misstatement could reasonably be expected to influence decisions that users make on
the basis of the annual accounts of the undertaking. The materiality of individual items
shall be assessed in the context of other similar items.»
Art. 27.
The Minister of Justice can, in special cases and on the reasoned opinion of the Commission
des normes comptables, grant derogations from the rules issued under Articles 11, 12 and 15
of the Commercial Code, the provisions of this Chapter (Law of 30 July 2013) «and of Chapter
IV of Title II of this law as well as the provisions of (Law of 7 August 2023) «Title XVII of the
above-mentioned Law of 10 August 1915. »321»
320Corresponds to abrogated Article 205 of the Law of 1915, except for later amendments.
321Pursuant to Regulation (EC) n°1606/2002, of the European Parliament and of the Council of 19 July 2002 on the
application of international accounting standards, a Member State may permit or require listed companies to
prepare their annual accounts and companies other than listed companies to prepare their consolidated and/or
their annual accounts in conformity with «international accounting standards» meaning the International
Accounting Standards (IAS), the International Financial Reporting Standards (IFRS) and related interpretations and
interpretations and standards adopted in the future by the International Accounting Standards Board (IASB). This
option was introduced in Luxembourg by the Law of 10 December 2010 on the introduction of international
accounting standards (Mémorial A – 225 of 17 December 2010; doc. parl. 5976). See also Art. 72bis hereafter and
Article 1780-1 of the Law of 1915 with respect to consolidated accounts.
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(Law of 10 December 2010)
«A Grand Ducal regulation may, after advice has been taken from the Commission des
normes comptables, authorise the undertakings referred to in Article 25 or certain categories
thereof to derogate from the rules adopted under Articles 11, 12 and 15 of the Commercial
Code, the provisions of this Chapter and Chapter (Law of 30 July 2013) «IV of Title II of this
law» and the provisions of (Law of 7 August 2023) «Title XVII of the above-mentioned Law of
10 August 1915».»
Section 2. - General provisions concerning the balance sheet and the profit and loss
account
[2013/34/EU Art. 9]
Art. 29.
(Law of 18 December 2015)
(1) «In the balance sheet and in the profit and loss account, the items must be shown
separately in the order indicated in the Grand Ducal regulations enacted pursuant to Articles
34, 35 paragraph (1), 46 and 47 paragraph (1) 323.»
(…) (Paragraph abrogated by the Law of 30 July 2013)
(…) (Paragraph abrogated by the Law of 30 July 2013)
(2324) In respect of each balance sheet and profit and loss account item, the figure relating to
the corresponding item for the preceding financial year must be shown. Where the figures
from one year are not comparable to figures of the next year and where the figures of the
preceding year have been adjusted, this must be disclosed in the notes to the accounts, with
relevant comments.
(…) (Paragraph abrogated by the Law of 30 July 2013)
322 Corresponds to abrogated Article 206 of the Law of 1915, except for later amendments.
323 Grand-Ducal Regulation of 18 December 2015 determining the form and content of the layouts of the balance
sheet and of the profit and loss account and implementing Articles 34, 35, 46 and 47 of the amended Law of 19
December 2002 on the register of commerce and companies and the accounting and annual accounts of
undertakings (Mém. A – 258 of 28 December 2015, p. 6239), set out at the end of this Annex.
324 Paragraph renumbered by the Law of 30 July 2013.
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«(3325) (Law of 18 December 2015) «The presentation of amounts within the profit and loss
account and the balance sheet may have regard to the substance of the relevant transaction
or arrangement.»
Art. 30.326
(1) (Law of 30 July 2013) «By way of derogation from paragraph (1) of Article 29, investment
companies shall draw up their annual accounts in accordance with the rules laid down on the
basis of Article 151 (3) and (5) of the amended Law of 17 December 2010 relating to
undertakings for collective investment or of Article 52, paragraph (4) of the amended Law of
13 February 2007 relating to specialised investment funds.
[2013/34/EU Art. 2.14]
For the purpose of this Article, investment companies shall be understood as companies, the
exclusive object of which is to invest their funds in various transferable securities, real estate
or other assets with the sole purpose of spreading the investment risks and giving their
shareholders the benefit of the results of the management of their assets.».
(2) (Law of 30 July 2013) «By way of derogation from paragraph (1) of Article 29, a Grand
Ducal regulation may prescribe a particular layout for the balance sheet and profit and loss
account of those companies associated with fixed-capital investment companies if the sole
object of those associated companies is to acquire fully paid shares issued by those
investment companies.»
Art. 31.327
(1) (Law of 30 July 2013) «By way of derogation from paragraph (1) of Article 29, financial
holding companies may draw up their balance sheet and profit and loss account in
accordance with a special layout prescribed by Grand Ducal regulation328.»
[2013/34/EU Art. 2.15]
(2) The financial holding companies referred to above are those companies the sole object of
which is to acquire holdings in other undertakings and manage such holdings and turn them
to profit, without involving themselves directly or indirectly in the management of those
undertakings, without prejudice to the rights of the financial holding companies as
shareholders or members.
Article 5 of Directive 78/660/EEC of which paragraph 1. has not be taken over by Directive 2013/34/EU.
328 In respect of abrogated Article 209 of the Law of 1915, this is the Grand Ducal regulation of 29 June 1984.
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[2013/34/EU Art. 6.1 point g) and 6.2]
Art. 33.330
(Law of 18 December 2015)
«Any set-off between asset and liability items or between income and expenditure items
shall be prohibited without prejudice to the cases where there is a right of set-off pursuant to
the law. In cases where a set-off has been performed between asset and liability items or
between income and expenditure items, the amounts set-off shall be specified as gross
amounts in the notes to the accounts.»
330 Corresponds to abrogated Article 211 of the Law of 1915, except for later amendments.
331 Corresponds to abrogated Article 213 of the Law of 1915, except for later amendments.
332 Grand-Ducal Regulation of 18 December 2015 determining the form and content of the layouts of the balance
sheet and of the profit and loss account and implementing Articles 34, 35, 46 and 47 of the amended Law of 19
December 2002 on the register of commerce and companies and the accounting and annual accounts of
undertakings (Mém. A – 258 of 28 December 2015, p. 6239), set out at the end of this Annex.
333 Corresponds to abrogated Article 215 of the Law of 1915, except for later amendments.
334 Grand-Ducal Regulation of 18 December 2015 determining the form and content of the layouts of the balance
sheet and of the profit and loss account and implementing Articles 34, 35, 46 and 47 of the amended Law of 19
December 2002 on the register of commerce and companies and the accounting and annual accounts of
undertakings (Mém. A – 258 of 28 December 2015, p. 6239), set out at the end of this Annex.
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This option does however not apply to undertakings whose securities are admitted to trading
(Law of 7 August 2023) «on a regulated market of a Member State »335»
(2) The amounts stated above may be amended by Grand Ducal regulation.
[2013/34/EU Art. 3]
Art. 36.336
(1) Where on its balance sheet date an undertaking exceeds or ceases to exceed the limits of
two of the three criteria indicated in Article 35, that fact shall affect the application of the
derogation provided for in that Article only if it occurs in two consecutive financial years.
(…) (Paragraph abrogated by the Law of 18 December 2015)
Art. 39.340
[2013/34/EU Art. 12.3]
(1) Whether particular assets are to be shown as fixed assets or current assets shall depend
upon the purpose for which they are intended.
[2013/34/EU Art. 2.4]
(2) Fixed assets shall comprise those assets which are intended for use on a continuing basis
for the purposes of the undertaking's activity.
335 Until 31 December 2020, the United Kingdom will be considered as part of the EU in accordance with the EU-
UK Withdrawal Agreement. For the definition of «regulated market of a Member State», see Article 24bis.
336 Corresponds to abrogated Article 216 of the Law of 1915.
338 For the definition of this term, see Article 1790-2 (1) of the Law of 1915.
340 Corresponds to abrogated Article 219 of the Law of 1915, except for later amendments.
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[2013/34/EU Art. 17.1. point a)]
(3) a) (Law of 30 July 2013) «Movements in the various fixed asset items shall be shown in
the notes to the accounts. To this end there shall be shown separately for each fixed
asset item, starting with the purchase price or production cost, on one hand,
additions, disposals and transfers during the financial year and, on the other,
cumulative value adjustments at the balance sheet date and the rectifications made
during the financial year to the value adjustments of previous financial years. Value
adjustments shall be shown in the notes to the accounts.»
b) If, when annual accounts are drawn up in accordance with this Section for the first
time, the purchase price or production cost of a fixed asset cannot be determined
without undue expense or delay, the residual value at the beginning of the financial
year may be treated as the purchase price or production cost. Any application of the
present sub-paragraph b) must be disclosed in the notes to the accounts.
c) Where Article 54 is applied, the movements in the various fixed asset items referred
to in sub-paragraph a) of this paragraph shall be shown starting with the purchase
price or production cost resulting from revaluation.
(4) Paragraph (3) points a) and b) shall apply to the presentation of «Formation expenses».
[2013/34/EU Art. 14.1]
(5) Paragraph (3) a) and paragraph (4) shall not apply to the abridged balance sheet of the
undertakings referred to in Article 35.
Art. 42.343
Expenditure incurred during the financial year but relating to a subsequent financial year
must be shown under the asset item «Regularisation accounts/prepayments and accruals».
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[2013/34/EU Art. 2.8]
Art. 43.344
Value adjustments shall comprise all adjustments intended to take account of reductions in
the values of individual assets established at the balance sheet date, whether that reduction
is final or not.
Art. 45.346
Income received before the balance sheet date, but relating to a subsequent financial year,
must be shown under the liabilities item «Regularisation accounts/accruals and deferred
income».
Art. 46.347
(Law of 18 December 2015)
«A Grand Ducal regulation to be made with the benefit of an opinion of the Commission des
normes comptables shall determine the form and content of the layouts of the profit and loss
account348.»
348 Grand-Ducal Regulation of 18 December 2015 determining the form and content of the layouts of the balance
sheet and of the profit and loss account and implementing Articles 34, 35, 46 and 47 of the amended Law of 19
December 2002 on the register of commerce and companies and the accounting and annual accounts of
undertakings (Mém. A – 258 of 28 December 2015, p. 6239), set out at the end of this Annex.
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[2013/34/EU Art. 3.3 and 14.2]
Art. 47.349
(Law of 18 December 2015)
«(1) Undertakings which on their balance sheet date do not exceed the limits of at least two
of three of the following criteria:
- balance sheet total: 20 million euros
- net turnover: 40 million euros
- average number of full-time staff employed during the financial year: 250,
may draw up an abridged profit and loss account, the form and content of which shall be
determined by a Grand Ducal regulation to be made with the benefit of an opinion of
the Commission des normes comptables350.
This option does however not apply to undertakings whose securities are admitted to
trading (Law of 7 August 2023) «on a regulated market351 of a Member State»352.
Article 36 shall apply.»
(2) The above amounts may be amended by Grand Ducal regulation.»
Section 6. - Special provisions relating to certain items in the profit and loss account
349 Corresponds to abrogated Article 231 of the Law of 1915, except for later amendments.
350 Grand-Ducal Regulation of 18 December 2015 determining the form and content of the layouts of the balance
sheet and of the profit and loss account and implementing Articles 34, 35, 46 and 47 of the amended Law of 19
December 2002 on the register of commerce and companies and the accounting and annual accounts of
undertakings (Mém. A – 258 of 28 December 2015, p. 6239), set out at the end of this Annex.
351 For the definition of this term, see the footnote under Article 1711-4 of the Law of 1915.
352Until 31 December 2020, the United Kingdom will be considered as part of the EU in accordance with the EU-UK
Withdrawal Agreement. For the definition of «regulated market of a Member State», see Article 24bis.
353 Corresponds to abrogated Article 232 of the Law of 1915.
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Art. 50.
(Abrogated by the Law of 18 December 2015)
Art. 51.355
[2013/34/EU Art. 6.1]
(1) The measurement356 of the items shown in the annual accounts shall be made in
accordance with the following general principles:
a) the undertaking is presumed to be carrying on its business as a going concern;
b) (Law of 18 December 2015) «accounting policies and measurement bases may not
be modified from one financial year to another;
c) measurement must be made on a prudent basis, and in particular
aa) only profits made at the balance sheet date may be included;
(Law of 10 December 2010)
«bb) account must be taken of all (Law of 18 December 2015) «liabilities» which
have arisen in the course of the financial year concerned or in a previous
financial year, even if such (Law of 18 December 2015) «liabilities» become
apparent only between the date of the balance sheet and the date on
which it is drawn up;»
cc) account must be taken of all depreciations, irrespective of whether the
result of the financial year is a loss or a profit;
d) account must be taken of income and charges relating to the financial year in
respect of which the accounts are drawn up irrespective of the date of receipt or
payment of such income or charges;
e) the components of asset and liability items must be valued separately;
f) the opening balance sheet for each financial year must correspond to the closing
balance sheet for the preceding financial year,
(Law of 18 December 2015)
«g) requirements set out in this Chapter regarding presentation and disclosure in the
notes to the accounts need not be complied with when the effect of complying with
these requirements is immaterial in light of the principle of materiality357».
355 Corresponds to abrogated Article 235 of the Law of 1915, except for later amendments.
356 The English version of Directive 78/660/EEC used the term «valuation» and «method of valuation» which
Directive 2013/34/EU has replaced with «measurement» and «measurement bases». This translation uses the
terminology of the latter directive.
357 See recital 17 of Directive 2013/34/EU.
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(Law of 10 December 2010)
«(1bis) In addition to the amounts recorded pursuant to Article 51 paragraph 1, point c) bb),
undertakings have the option to take into account all foreseeable (Law of 18 December
2015) «liabilities» and potential losses which have arisen in the financial year concerned
or in a previous financial year, even if such (Law of 18 December 2015) «liabilities» or
losses become apparent only between the date of the balance sheet and the date on
which it is drawn up.»
[2013/34/EU Art. 4.4]
(2) (Law of 18 December 2015) «Where in exceptional cases the application of a provision of
this Law is incompatible with the obligation laid down in Article 26, paragraph (3), that
provision shall be disapplied in order to give a true and fair view of the undertaking's
assets, liabilities, financial position and profit or loss. The disapplication of any such
provision shall be disclosed in the notes to the accounts together with an explanation of
the reasons for it and of its effect on the undertaking's assets, liabilities, financial
position and profit or loss.»
[2013/34/EU Art. 7]
Art. 54.360
(Law of 18 December 2015)
«(1) A Grand Ducal regulation may, by way of derogation from Article 52, permit or require in
respect of all undertakings or certain classes of undertakings, the alternative
measurement basis of fixed assets at a revalued amounts.
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(2) The regulation referred to in paragraph (1) shall determine the rules for the application
of the alternative measurement basis within the limits set forth in Article 7 of Directive
2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the
annual financial statements, consolidated financial statements and related reports of
certain types of undertakings.»
Art. 55.361
[2013/34/EU Art. 6.1. point i), 12.5 and 12.6]
(1) a) Fixed assets must be measured at purchase price or production cost, without
prejudice to b) and c) below.
b) The purchase price or production cost of fixed assets with limited useful economic
lives must be reduced by value adjustments calculated to write off the value of such
assets systematically over their useful economic lives.
c) aa) Value adjustments may be made in respect of financial fixed assets, so that they
are valued at the lower figure to be attributed to them at the balance sheet
date.
bb) Value adjustments must be made in respect of fixed assets, whether their useful
economic lives are limited or not, so that they are valued at the lower figure to
be attributed to them at the balance sheet date if it is expected that the
reduction in their value will be permanent.
cc) The value adjustments referred to in aa) and bb) must be charged to the profit
and loss account and disclosed separately in the notes to the accounts if they
have not been shown separately in the profit and loss account.
dd) (Law of 18 December 2015) «Measurement at the lower of the values provided
for in aa) and bb) may not continue if the reasons for which the value
adjustments were made have ceased to apply; this provision shall not apply to
value adjustments made in respect of goodwill.»
[2013/34/EU Art. 2 point b)]
d) If fixed assets are the subject of exceptional value adjustments for taxation purposes
alone, the amount of the adjustments and the reasons for making them shall be
indicated in the notes to the accounts.
[2013/34/EU Art. 2 point 6)]
(2) The purchase price shall be calculated by adding to the price paid the expenses incidental
thereto.
[2013/34/EU Art. 2.7]
(3) a) The production cost shall be calculated by adding to the purchase price of the raw
materials and consumables the costs directly attributable to the product in question.
361 Corresponds to abrogated Article 239 of the Law of 1915, except for later amendments.
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b) A reasonable proportion of the costs which are only indirectly attributable to the
product in question may be added into the production costs to the extent to which
they relate to the period of production.
[2013/34/EU Art. 12.8 and Article 17.1, point a) vi)]
(4) Interest on capital borrowed to finance the production of fixed assets may be included in
the production costs to the extent to which it relates to the period of production.
In that event, the inclusion of such interest under «Assets» must be disclosed in the
notes to the accounts.
Art. 56.362
By way of derogation from Article 55 paragraph (1) point c) sub cc), investment companies,
within the meaning of Article 30, may set off value adjustments to transferable securities
directly against capital and reserves. The amounts in question must be shown separately
under «Liabilities» in the balance sheet.
Art. 57.363
Investment companies within the meaning of Article 30 must value the investments in which
they have invested their funds on the basis of (Law of 10 December 2010) «their fair
value»364. Investment companies with variable capital are exempted from showing separately
the amounts of the value adjustments mentioned in Article 56.
362 Corresponds to abrogated Article 240 of the Law of 1915 and is sourced from Article 18 of Directive
78/660/EEC which has not been taken over by Directive 2013/34/EU.
363 Corresponds to abrogated Article 241 of the Law of 1915, except for later amendments and is sourced from
Article 18 of Directive 78/660/EEC which has not been taken over by Directive 2013/34/EU.
364 This needs to be read together with Articles 28(4) and 39 of the Law of 17 December 2010 relating to
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participating interest shall be disclosed separately in the balance sheet or in the
notes to the accounts.
That difference shall be calculated as at the date as at which the method is applied
for the first time;»
b) (Law of 30 July 2013) «or at the amount corresponding to the proportion of the
capital and reserves represented by the participating interest.
The difference between that amount and the book value calculated in accordance
with the valuation rules provided for by sections 7 or 7bis of this Chapter shall be
disclosed separately in the balance sheet or in the notes to the accounts.
That difference shall be calculated as at the date as at which the method is applied
for the first time.»
c) The balance sheet or the notes to the accounts must indicate whether a) or b) has
been used.
d) For the application of a) and b), the calculation of the difference may be made as at
the date of acquisition of the shares or corporate units or, where the acquisition took
place in two or more stages, as at the date at which the shares or corporate units
became a participating interest within the meaning of paragraph (1) above.
(3) Where items of the assets or liabilities of the undertaking in which a participating interest
within the meaning of paragraph (1) above is held have been valued by methods other
than those used by the ( Law of 30 July 2013) «the undertaking» drawing up the annual
accounts, these items may, for the purpose of calculating the difference referred to in
paragraph (2) point a) or point b), be revalued by the methods used by (Law of 30 July
2013) «the undertaking» drawing up its annual accounts. Disclosure must be made in the
notes to the accounts where such revaluation has not been made.
(4) The book value referred to in paragraph (2) item a), or the amount corresponding to the
proportion of capital and reserves referred to in paragraph (2) item b) shall be increased
or reduced by the amount of the variation which has taken place during the financial year
in the proportion of capital and reserves represented by that participating interest; it
shall be reduced by the amount of the dividends relating to the participating interest.
(5) Insofar as a positive difference covered by paragraph (2) item a) or item b) cannot be
related to any category of assets or liabilities, it shall be dealt with in accordance with the
rules applicable to the «Goodwill» item.
(6) a) (Law of 18 December 2015) «The proportion of the profit or loss attributable to the
participating interests referred to in paragraph (1) shall be shown in the profit and
loss account as a separate item under the heading «Share in the results of the
undertakings to which the equity method has been applied».»
b) Where that amount exceeds the amount of dividends already received or the
payment of which can be claimed, the amount of the difference must be placed in a
reserve which cannot be distributed to shareholders.
c) It is permitted that the proportion of the profit or loss attributable to the
participating interests referred to in paragraph (1) are shown in the profit and loss
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account to the extent of the amount corresponding to dividends already received or
the payment of which can be claimed.
(7) The eliminations referred to in (Law of 7 August 2023) «Article 1712-11, paragraph (1),
item 3°, of the above-mentioned Law of 10 August 1915» are made to the extent that the
facts are known or can be ascertained. (Law of 7 August 2023) «Article 1712-11,
paragraphs (2) and (3) of the above-mentioned Law of 10 August 1915» shall apply.
(8) Where an undertaking in which a participating interest within the meaning of paragraph
(1) is held draws up consolidated accounts, the foregoing paragraphs shall apply to the
capital and reserves shown in such consolidated accounts.
(9) This Article need not be applied where a participating interest as defined in paragraph (1)
is (Law of 18 December 2015) «immaterial» for the purposes of Article 26, paragraph (3).
Art. 60.366
Tangible fixed assets, raw materials and consumables which are constantly being replaced
and the overall value of which is of secondary importance to the undertaking may be shown
under «Assets» at a fixed quantity and value, if the quantity, value and composition thereof
do not vary materially.
Art. 61.367
[2013/34/EU Art. 6.1 point i)]
(1) a) Current assets must be measured at purchase price or production cost, without
prejudice to items b) and c) below.
[2013/34/EU Art. 12.7]
b) Current assets shall be subject to value adjustments with a view to showing them at
the lower market value or, in particular circumstances, another lower value to be
attributed to them at the balance sheet date.
(…) (Item abrogated by the Law of 18 December 2015)
366 Corresponds to abrogated Article 243 of the Law of 1915 and is sourced from Article 38 of Directive
78/660/EEC which has not been taken over by Directive 2013/34/EU.
367 Corresponds to abrogated Article 244 of the Law of 1915, except for later amendments.
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c368) Measurement at the lower value provided for in b) and c) may not be continued if
the reasons for which the value adjustments were made have ceased to apply.
[2013/34/EU Art. 17.1 point b)]
d369) If current assets are the subject of (Law of 7 August 2023) «value» adjustments for
taxation purposes alone, the amount of the adjustments and the reasons for
making them must be disclosed in the notes to the accounts.
[2013/34/EU Art.2 point 6)]
(2) The definitions of purchase price and of production cost given in Article 55 paragraph (2)
and (3) shall apply. Article 55 paragraph (4) shall also apply. Distribution costs may not
be included in production costs.
371 Corresponds to abrogated Article 246 of the Law of 1915, except for later amendments.
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(Law of 10 December 2010)
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international accounting standards372, the measurement of financial instruments and
compliance with the associated disclosure requirements provided for in international
accounting standards adopted in accordance with Regulation (EC) No 1606/2002 of the
European Parliament and of the Council of 19 July 2002 on the application of
international accounting standards are permitted.»
372Atthe moment, Commission Regulation (EU) 2023/1803 dated 13 September 2023 realises such adoption. This
regulation abrogates Regulation (EC) N° 1126/2008 of 23 November 2008 and provides that all references to the
abrogated regulation are deemed to be references to the new Regulation.
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(Law of 10 December 2010)
[2013/34/EU Art. 16.1 point c)]
«Art. 64quinquies.
Where financial instruments have been measured at fair value, the notes to the accounts
shall disclose:
a) the significant assumptions underlying the valuation models and techniques where fair
values have been determined in accordance with Article 64ter, paragraph (1), point b);
b) per category of financial instruments, the fair value, the changes in value included
directly in the profit and loss account as well as changes included in the fair value
reserve;
c) for each class of derivative financial instruments, information about the extent and the
nature of the instruments, including significant terms and conditions that may affect the
amount, timing and certainty of future cash flows; and
d) a table showing movements in the fair value reserve during the financial year.»
373At the moment, Commission Regulation (EU) 2023/1803 dated 13 September 2023 realises such adoption. This
regulation abrogates Regulation (EC) N° 1126/2008 of 23 November 2008 and provides that all references to the
abrogated regulation are deemed to be references to the new Regulation.
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b) per category of assets other than financial instruments, the fair value at the balance
sheet date and the changes in value which occurred during the financial year;
c) for each class of assets other than financial instruments, information about the
significant terms and conditions that may affect the amount and certainty of future cash
flows.»
374Corresponds to abrogated Article 248 of the Law of 1915, except for later amendments.
375Grand-Ducal Regulation of 11 September 2006 (Mém. A-167 of 15 September 2006, p. 3060):
Art. 1
The undertakings referred to in Article 77, second paragraph points 1° to 3° of the Law of 19 December 2002 on
the register of commerce and companies and the accounting and annual accounts of undertakings are authorised
to derogate from Articles 65 and 68 of such law when drawing up their annual accounts in order to comply with
the publication requirements of Article one paragraphs 2) b), 3) and 4) of Directive 2001/65/EC of the European
Parliament and of the Council of 27 September 2001 amending Directives 78/660/EEC, 83/349/EEC and
86/635/EEC [these directives have been replaced by Directive 2013/34/UE] as regards the valuation rules for the
annual and consolidated accounts of certain types of companies as well as of banks and other financial
institutions.
Art. 2 [For consolidated accounts see footnote under Article 1712-14 of the Law of 10 August 1915].
Art. 3
This Grand-Ducal Regulation comes into force on first October 2006. It shall apply to the consolidated accounts of
undertakings for their fiscal years ending after that date.
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less than fifty per cent. of its capital is held, directly or indirectly, by (Law of 30 July
2013) «the undertaking»; the name, registered office and the legal form of each
undertaking of which (Law of 30 July 2013) «the undertaking» is the member having
unlimited liability. This information may be omitted when, for the purposes of Article
26 paragraph (3), it is (Law of 18 December 2015) «immaterial»;
3° the number and the nominal value or, in the absence of a nominal value, the
accounting par value of the shares subscribed for during the financial year within the
limits of an authorised capital;
4° where there is more than one class of shares, the number and the nominal value or,
in the absence of a nominal value, the accounting par value of each class;
5° (Law of 18 December 2015) «the existence of any profit units, convertible bonds,
warrants, options or similar securities or rights, with an indication of their number
and the rights they confer»;
6° amounts owed by the undertaking becoming due and payable after more than five
years as well as the undertaking's entire debts secured by collateral on assets
furnished by (Law of 30 July 2013) «the undertaking» with an indication of the nature
and form of the collateral. This information must be disclosed separately for each
creditor’s item, as provided for in the layouts prescribed in Article 34;
7° the total amount of any financial commitments that are not included in the balance
sheet, insofar as this information is of assistance in assessing the financial position.
Any commitments concerning pensions and commitments vis-à-vis affiliated
undertakings376 must be disclosed separately;
(Law of 10 December 2010)
«7bis°«the nature and business purpose of the arrangements that are not included in the
balance sheet and the financial impact on (Law of 30 July 2013) «the undertaking» of
those arrangements, provided that the risks or benefits arising from such
arrangements are material and in so far as the disclosure of such risks or benefits is
necessary for assessing the financial position of (Law of 30 July 2013) «the
undertaking».
(…) (Paragraph abrogated by the Law of 18 December 2015)
[2013/34/EU Art. 17.1 point r)]
(Law of 10 December 2010)
«7ter°»(Law of 18 December 2015) «transactions which have been entered into by the
undertaking with related parties, including the amount of such transactions, the
nature of the related party relationship and all other information about the
transactions necessary for an understanding of the financial position of the
undertaking. Information about individual transactions may be aggregated according
to their nature except where separate information is necessary for an understanding
376 For the meaning of the term, see Article 1790-2 (1) of the Law of 10 August 1915 on commercial companies.
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of the effects of related party transactions on the financial position of the
undertaking.
Undertakings have the option to only disclose in the notes to the accounts the
transactions entered into with related parties which have not been concluded under
normal market conditions.
Transactions which have been entered into between one or more members of a
group are exempted provided that the subsidiaries which are party to the transaction
are wholly owned by such a member.
Undertakings which do not exceed at least two of the three limits laid down in Article
47 for two consecutive financial years are allowed to limit the disclosure of
transactions with related parties to transactions entered into with:
(i) owners holding a participating interest in the undertaking;
(ii) undertakings in which the undertaking itself has a participating interest; and
(iii) members of the administrative, management or supervisory bodies of the
undertaking.
This option does however not apply to undertakings whose securities are admitted to
trading (Law of 7 August 2023) «on a regulated marketof a Member State. »377
‘Related party’378 has the same meaning as in the international accounting standards
adopted in accordance with Regulation (EC) No 1606/2002 of the European
Parliament and of the Council of 19 July 2002 on the application of international
accounting standards379.»
8° the net turnover within the meaning of Article 48, broken down by categories of
activity and into geographical markets insofar as, taking account of the manner in
which the sale of products and the provision of services falling within the
undertaking's ordinary activities are organised, these categories and markets differ
substantially from one another;
9° the average number of staff employed during the financial year, broken down by
categories;
10° (…) (Point abrogated by the Law of 18 December 2015)
11° (Law of 30 July 2013)
«a) the difference between the tax charged for the financial year and for earlier
financial years and the amount of tax already paid or payable in respect of those
years, to the extent that this difference is material for purposes of future
377Until 31 December 2020, the United Kingdom will be considered as part of the EU in accordance with the EU-UK
Withdrawal Agreement. For the definition of «regulated market of a Member State», see Article 24bis .
378 For the definition of «related party», see the footnote following the Grand-Ducal Regulation of 18 December
2015.
379 At the moment, Commission Regulation (EU) 2023/1803 dated 13 September 2023 realises such adoption. This
regulation abrogates Regulation (EC) N° 1126/2008 of 23 November 2008 and provides that all references to the
abrogated regulation are deemed to be references to the new Regulation.
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taxation. This amount may also be disclosed in the balance sheet as a cumulative
amount;
b) Where valuation at fair value has been applied in accordance with section 7bis,
undertakings shall show, as the case may be, deferred tax liabilities in the
balance sheet as a cumulative amount.»
(Law of 18 December 2015)
«c) where a provision for deferred tax is recognised in the balance sheet, the
deferred tax balances at the end of the financial year, and the movement in
those balances during the financial year.»
12° (Law of 25 August 2006) «the amount of the emoluments granted in respect of the
financial year to the members of (Law of 23 March 2007) «the management and
supervisory bodies» in that capacity and any commitments arising or entered into in
respect of retirement pensions for former members of those bodies. This information
must be given as a total for each category;»
13° (Law of 25 August 2006) «the amount of advances and loans granted to the members
of (Law of 23 March 2007) «the management and supervisory bodies», with
indications of the interest rates, main conditions and the amounts which may have
been repaid, as well as the commitments entered into on their behalf by way of
guarantees of any kind. This information must be given as a total for each category.»
14° information concerning the income (charges) in respect of the financial year, which is
receivable (are payable) after the end of the financial year and are shown under
«Debtors» («Creditors»), where such income (charges) is or are material.
15° a) the name and registered office of the undertaking which draws up the
consolidated accounts of the largest body of undertakings of which the
undertaking forms a part as a subsidiary undertaking;
b) the name and registered office of the undertaking which draws up the
consolidated accounts of the smallest body of undertakings included in the body
of undertakings referred to in a) of which the undertaking forms part as a
subsidiary undertaking;
c) the place where copies of the consolidated accounts referred to in a) and b) may
be obtained unless they are unavailable.
(Law of 18 December 2009)
«16° (Law of 18 December 2015) «the total fees for the financial year received380 by each
réviseur d’entreprises agréé [approved statutory auditor] or the cabinet de révision
agréé [approved audit firm] for the statutory audit of the annual accounts and, the
total fees received by each réviseur d’entreprises agréé [approved statutory auditor]
or cabinet de révision agréé [approved audit firm] for other assurance services, for
380
The English version of the directive uses the term «charged» and the German version uses the term
«berechnet» whereas the French version uses «perçus» which has been translated by «received».
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tax advisory services and for other non-audit services381. This requirement shall not
apply where the undertaking is included within the consolidated accounts required to
be drawn up under Article 22 of Directive 2013/34/EU 382 , provided that such
information is given in the notes to the consolidated accounts383.»
(Law of 10 December 2010)
«17° where valuation at fair value of financial instruments has not been applied in
accordance with Section 7bis:
a) for each class of derivative financial instruments:
i) the fair value of the instruments, if such a value can be determined by any of
the methods prescribed in Article 64ter paragraph (1);
ii) information about the extent and the nature of the instruments; and
b) for financial fixed assets covered by Article 64bis, carried at an amount in excess
of their fair value and without use being made of the option to make a value
adjustment in accordance with Article 35, paragraph (1), point c) aa):
i) the book value and the fair value of either the individual assets or appropriate
groupings of those individual assets;
ii) the reasons for not reducing the book value, including the nature of the
evidence that provides the basis for the belief that the book value will be
recovered.»
(Law of 18 December 2015)
«18° The nature and the financial effect of material events arising after the balance
sheet date which are not reflected in the profit and loss account or in the balance
sheet.»
(…) (Paragraph abrogated by the Law of 18 December 2015)
[2013/34/EU Art. 1 point d)]
(2)384 The information provided for in paragraph (1) 12° may be omitted if it allows to identify
(Law of 7 August 2023) « the financial position» of a specific member of such bodies.
381 The corresponding provision concerning the annex to the consolidated accounts (Article 1712-19 point 15 of
the Law of 1915) was amended by the Law of 23 July 2016 on the audit profession which inter alia added a
reference to audit firms.
382 See Article 1711-1 of the Law of 1915.
383 Some of the terms used are defined in Article 1 of the Law of 23 July 2016 on the audit profession. Please refer
385 Corresponds to abrogated Article 249 of the Law of 1915, except for later amendments.
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8°, 10386 to 12°, 14°, 15° a), 16° to 18°. However, in accordance with Article 26, paragraphs (4)
and (5), the information required in Article 65 paragraph (1) point 2° may not be omitted
where it is material for the purposes of the true and fair view referred to in Article 26
paragraph (3). In addition, where fair value measurement has been applied in accordance
with Section 7bis, undertakings referred to in Article 35 shall not be exempted from the
application of the provisions of Article 65, paragraph (1) point 11°b) and c).
These same undertakings are also exempted from the obligation to disclose in the notes to
their accounts, the information provided by Article 39, paragraph (3) a) and paragraph (4),
[and] 387 Article 53, paragraph (2).
Article 36 shall apply.»
Art. 67.388
[2013/34/EU Art. 17.1 point g)]
(1) The information prescribed in Article 65 paragraph (1) 2°:
a) may take the form of a statement deposited in accordance with (Law of 27 May
2016) « (Law of 7 August 2023) «Article 100-13, paragraph (3), of the above-
mentioned Law of 10 August 1915» and the provisions of Chapter Vbis of Title I of
this law389»; this must be disclosed in the notes to the accounts;
b) may be omitted when their nature is such that it would be seriously prejudicial to any
of the undertakings to which Article 65 paragraph (1) 2° relates.
The omission of such information must be disclosed in the notes to the accounts.
(Law of 18 December 2009)
[2013/34/EU Art. 18.2]
«(2) Paragraph (1) b) shall also apply to the information prescribed in Article 65 paragraph (1)
8°.
(Law of 10 December 2010)
«The undertakings referred to in Article 47 shall be authorised to omit the information
prescribed in Article 53 paragraph (2) and in Article 65 paragraph (1) 8°.»
(Law of 18 December 2015) «The undertakings referred to in Article 47 are also
authorised to omit disclosure of the information specified in Article 65 paragraph (1)
point 16°.»
[2013/34/EU Art. 19]
(3) The information referred to in Article 65 paragraph (1) 2° first sentence concerning the
amount of capital and reserves and profits and losses for the last financial year for which
the accounts have been drawn up may be omitted:
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a) where the undertakings concerned are included in consolidated accounts drawn up
by the parent company or in the consolidated accounts of a larger body of
undertakings as referred to in (Law of 7 August 2023) «Article 1711-5, paragraph (2),
of the above-mentioned Law of 10 August 1915»; or
b) where the holdings in their capital have been dealt with by the parent company in its
annual accounts in accordance with Article 58 or in the consolidated accounts drawn
up by that parent company in accordance with (Law of 7 August 2023) «Article 1712-
18 of the above-mentioned Law of 10 August 1915».
390 Corresponds to abrogated Article 251 of the Law of 1915, except for later amendments. See footnote under
Article 65.
391 See second footnote under Article 65.
(i) sociétés anonymes, sociétés en commandite par actions and sociétés à responsabilité limitée,
(ii) sociétés en nom collectif and sociétés en commandite simple where all their direct or indirect members, having
otherwise unlimited liability, but in fact have limited liability by reason of these companies being of the type
referred to in (i) above, or are similar types of companies in the other Member States listed in Annex I of Directive
2013/34/EU, or are companies not governed by the laws of a Member State but which have a legal form
comparable to those of the companies listed in this annex.
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d) The undertakings393 referred to in Article 47 are exempted from the obligation
provided in paragraph (1), point b) insofar as it relates to non-financial information.
This option does however not apply to undertakings whose securities are admitted to
trading on a regulated market (Law of 7 August 2023) «of a Member State».394».
(2) The report shall also give an indication of:
a) (…) (Point abrogated by the Law of 18 December 2015);
b) the company's likely future development;
c) activities in the field of research and development;
d) in respect of the acquisitions of own shares, the information prescribed in (Law of 7
August 2023) «Article 430-18, paragraph (2), of the above-mentioned Law of 10
August 1915»;
e) the existence of branches of the company.
(Law of 10 December 2010)
«f) in relation to the undertaking’s395 use of financial instruments and where material for
the assessment of its assets, liabilities, financial position and profit or loss;
- the company’s financial risk management objectives and policies, including its
policy for hedging each major type of forecasted transaction for which hedge
accounting is used, and
- the company’s exposure to price risk, credit risk, liquidity risk and cash flow risk.»
(Law of 10 August 2016)
«g) transactions carried out under (Law of 7 August 2023) «Article 420-26 paragraph (6)
of the above-mentioned Law of 10 August 1915» in relation to the allocation of free
shares.»
(3) (Law of 30 July 2013) «Undertakings396» referred to in Article 35 are not obliged to
prepare management reports provided they include in their notes to the accounts the
information concerning the acquisition of own shares as prescribed in (Law of 7 August
2023) «Article 430-18, paragraph (2), of the above-mentioned Law of 10 August 1915».
393 -This Article actually only applies to the companies referred to in paragraph (1) a) which meet the criteria set
forth in Article 47.
394Until 31 December 2020, the United Kingdom will be considered as part of the EU in accordance with the EU-UK
Withdrawal Agreement. For the definition of «regulated market of a Member State», see Article 24bis.
395 This Article actually only applies to the companies referred to in paragraph (1) a) which meet the criteria set
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a) being organised in the form of a société anonyme, a société européenne (SE), a
société en commandite par actions, a société à responsabilité limitée or in one of the
company forms referred to in Article 77, paragraph (2) points 2° and 3°; and
b) being a public interest entity in the meaning of Article 2, point 1) of Directive
2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the
annual financial statements, consolidated financial statements and related reports of
certain types of undertakings397; and
c) exceeding, on its balance sheet date and during two consecutive financial years, the
numerical thresholds of at least two of the three criteria referred to in Article 47;
d) exceeding, on its balance sheet date, the criterion of the average number of 500
employees during the financial year.
(2) The undertakings referred to in paragraph (1) shall include in the management report a
non-financial statement containing information to the extent necessary for an
understanding of the undertaking's development, performance, position and impact of
its activity, relating to, as a minimum, environmental, social and employee matters,
respect for human rights, anti-corruption and bribery matters, including:
a) a brief description of the undertaking's business model;
b) description of the policies pursued by the undertaking in relation to those matters,
including due diligence processes implemented;
c) the outcome of those policies;
d) the principal risks related to those matters linked to the undertaking's operations
including, where relevant and proportionate, its business relationships, products or
services which are likely to cause adverse impacts in those areas, and how the
undertaking manages those risks;
e) non-financial key performance indicators relevant to the particular business.
Where the undertaking does not pursue policies in relation to one or more of those
matters, the non-financial statement shall provide a clear and reasoned explanation for
not doing so.
The non-financial statement referred to in the first subparagraph of this paragraph shall
also, where appropriate, include references to, and additional explanations of, amounts
reported in the annual financial statements.
Information relating to impending developments or matters in the course of negotiation
may be omitted in exceptional cases where, in the duly justified opinion of the members
of the administrative, management and supervisory bodies, acting within the
competences assigned to them by law and having collective responsibility for that
opinion, the disclosure of such information would be seriously prejudicial to the
commercial position of the undertaking, provided that such omission does not prevent a
397
For the definition of «public interest entities » by Article 2 point 1) of Directive 2013/34/EU, see footnote
under Article 1730-1 (1) point 1° of the law of 1915.
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fair and balanced understanding of the undertaking's development, performance,
position and impact of its activity.
In the disclosure of the information referred to in the first subparagraph, undertakings
may rely on national, European Union-based or international frameworks. Undertakings
shall specify which frameworks they have relied upon.
(3) Undertakings fulfilling the obligation set out in paragraph (2) shall be deemed to have
fulfilled the obligation relating to the analysis of non-financial information set out in
Article 68, paragraph (1), point b).
(4) An undertaking which is a subsidiary undertaking within the meaning of (Law of 7
August 2023) «Article 1711-1, paragraph (2), of the above-mentioned Law of 10 August
1915», shall be exempted from the obligation set out in paragraph (2) if that
undertaking and its subsidiary undertakings are included in the consolidated
management report or the separate report of another undertaking, drawn up in
accordance with Article 29 and Article 29a of Directive 2013/34/EU.
(5) Where an undertaking prepares a separate report corresponding to the same financial
year whether or not relying on national, European Union-based or international
frameworks and covering the information required for the non- financial statement as
provided for in paragraph (2), that undertaking is exempted from the obligation to
prepare the non-financial statement laid down in paragraph (2), provided that such
separate report:
a) is published together with the management report in accordance with Article 79; or
b) is made publicly available within a reasonable period of time, not exceeding six
months after the balance sheet date, on the undertaking's website, and is referred to
in the management report.
Paragraph (3) shall apply mutatis mutandis to undertakings preparing a separate report
as referred to in the first subparagraph of this paragraph.
(6) The réviseur d’entreprises agrée [approved statutory auditor] checks whether the
consolidated non-financial statement referred to in paragraph (2) or the separate report
referred to in paragraph (5) has been provided.
398 The Law of 23 July 2016 regarding the publication of non-financial information and information on diversity by
certain major companies and certain groups has renumbered this Article and modified the presentation of the
numbering of its paragraphs.
399 Until 31 December 2020, the United Kingdom will be considered as part of the EU in accordance with the EU-
UK Withdrawal Agreement. For the definition of «regulated market of a Member State», see Article 24bis.
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shall contain at least the following information:
a) a reference to:
i) the corporate governance code to which the company is subject,
and/or
ii) the corporate governance code which the company may have voluntarily decided
to apply,
and/or
iii) all relevant information about the corporate governance practices applied beyond
the requirements under law.
Where points i) and ii) apply, the company shall also indicate where the relevant
texts are publicly available. Where point iii) applies, the company shall make its
corporate governance practices publicly available;
b) to the extent to which a company, in accordance with national law, departs from one
of the corporate governance codes referred to under points a), i) or ii), an
explanation by the company as to which parts of the corporate governance code it
departs from and the reasons for doing so. Where the company has decided not to
apply any provisions of a corporate governance code referred to under points a), i) or
ii), it shall explain its reasons for doing so;
c) a description of the main features of the company’s internal control and risk
management systems in relation to the financial reporting process;
d) the information required by Article 10, paragraph 1, points c), d), f), h) and i) of
Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004
on takeover bids, where the company is subject to that Directive400, 401;
e) unless the information is already fully provided for in national laws or regulations,
the operation of the shareholder meeting and its key powers, and a description of
shareholders’ rights and how they can be exercised;
f) (Law of 30 July 2013) «the composition and operation of the administrative,
management and supervisory bodies and their committees.»
400 A Luxembourg company will be subject to this directive if its shares are admitted to trading on a regulated
market of a Member State.;
401 This information consists in the following:
c) significant direct and indirect shareholdings (including indirect shareholdings through pyramid structures and
cross-shareholdings) within the meaning of Article 85 of Directive 2001/34/EC;
d) the holders of any securities with special control rights and a description of those rights;
f) any restrictions on voting rights, such as limitations of the voting rights of holders of a given percentage or
number of votes, deadlines for exercising voting rights, or systems whereby, with the company's cooperation, the
financial rights attaching to securities are separated from the holding of securities;
h) the rules governing the appointment and replacement of board members and the amendment of the articles of
association;
i) the powers of board members, and in particular the power to issue or buy back shares;
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(Law of 23 July 2016)
«g) a description of the diversity policy applied in relation to the undertaking's
administrative, management and supervisory bodies with regard to aspects such as,
for instance, age, gender, or educational and professional backgrounds, the
objectives of that diversity policy, how it has been implemented and the results in
the reporting period. If no such policy is applied, the statement shall contain an
explanation as to why this is the case.»
(2) (Law of 23 July 2016) «The information required by this Article may be set out in:
a) a separate report published together with the management report in the manner set
out in Article 79;
or
b) a document referred to in the management report and made publicly available on
the company’s website.
This separate report or the document referred to in point a) and b) respectively, may
contain a reference to the management report where the information required in
paragraph (1), point d) is made available in the management report. »
(3) (Law of 23 July 2016) «The réviseur d’entreprises agréé [approved statutory auditor]
shall express an opinion in accordance with Article 69, paragraph (1), point b) regarding
information prepared under points c) and d) of paragraph (1) of this Article and shall
check that the information referred to in points a), b), e), f) and g) of paragraph (1) of
this Article has been provided. »
(4402)(Law of 23 July 2016) «Undertakings referred to in paragraph (1) which have only issued
securities other than shares admitted to trading on a regulated market (Law of 7 August
2023) «of a Member State»403 are exempted from the application of the provisions of
paragraph (1), points a), b), e) f) and g) of this Article, unless such companies have issued
shares which are traded in a multilateral trading facility (Law of 7 August 2023) «of a
Member State»404 , within the meaning of (Law of 7 August 2023) «Article 1, item 32, of
the amended Law of 30 May 2018 on markets in financial instruments» 405.»
«(5) Paragraph (1) point g) does not apply to public interest entities which do not exceed, at
their balance sheet date and during two consecutive financial years, the numerical
thresholds of at least two of the three criteria referred to in Article 47 of this Law. »
402 Renumbered by the Law of 23 July 2016 regarding the publication of non-financial information and information
on diversity by certain major companies and certain groups.
403 Until 31 December 2020, the United Kingdom will be considered as part of the EU in accordance with the EU-
UK Withdrawal Agreement. For the definition of «regulated market of a Member State», see Article 24bis.
404 Until 31 December 2020, the United Kingdom will be considered as part of the EU in accordance with the EU-
UK Withdrawal Agreement. For the definition of « Member State», see Article 24bis.
405 The directive defines «multilateral trading facilities (MTF)» as «a multilateral system operated and/or managed
by a market operator, which brings together or facilitates the bringing together of multiple third-party buying and
selling interests in financial instruments [Note: meaning those instruments specified in Section C of Annex I of that
directive] - in the system and in accordance with its non-discretionary rules - in a way that results in a contract, in
respect of the financial instruments admitted to trading under its rules and/or systems, and which is authorised
and functions regularly and in accordance with the provisions of Title II» of the directive.
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Section 10. – Auditing
406 Corresponds to abrogated Article 256 of the Law of 1915, except for later amendments.
407 See the footnote under Article 68(1).
408 The Law of 23 July 2016 on the audit profession contains provisions regarding the appointment, dismissal and
resignation of réviseurs d’entreprises agréés [approved statutory auditors], cabinets de révision agréés [approved
audit firms] and cabinets d’audit [audit firms]:
[Directive 2006/43/EC, Article 37]
«Art. 31. Appointment of réviseurs d’entreprises agréés [approved statutory auditors], cabinets de révision
agréés [approved audit firms] or audit firms
(1) Réviseurs d’entreprises agréés [approved statutory auditors], cabinets de révision agréés [approved audit
firms] or cabinets d’audit [audit firms] are appointed by the general meeting of shareholders or members of
the audited entity, without prejudice to the provisions contained in other laws.
(2) Any contractual clause restricting the choice by the general meeting of shareholders or members of the
audited entity pursuant to the first paragraph to certain categories or lists of réviseurs d’entreprises agréés
[approved statutory auditors], cabinets de révision agréés [approved audit firms] or cabinets d’audit [audit
firms] regarding the appointment of a réviseur d’entreprises agréé [approved statutory auditor], a cabinet de
révision agréé [approved audit firm] or a cabinet d’audit [audit firm], in particular to carry out the statutory
audit of the accounts of that entity shall be prohibited. Any such existing clause shall be null and void.
[Directive 2006/43/EC, Article 38]
Art. 32. Dismissal and resignation of réviseurs d’entreprises agréés [approved statutory auditors], cabinets de
révision agréés and cabinets d’audit [audit firms]
(1) Réviseurs d’entreprises agréés [approved statutory auditors], cabinets de révision agréés [approved audit
firms] or cabinets d’audit [audit firms] may only be dismissed on proper grounds. Divergence of opinions on
accounting treatments or audit procedures shall not be proper grounds for dismissal.
(2) The audited entity and the réviseur d’entreprises agréé [approved statutory auditor], the cabinet de révision
agréé [approved audit firm] or the cabinets d’audit [audit firm] shall inform the CSSF of the dismissal or
resignation of the réviseur d’entreprises agréé [approved statutory auditor], the cabinet de révision agréé
[approved audit firm] or the cabinets d’audit [audit firm] during the term of the appointment and give an
adequate explanation of the reasons therefor.
(3) In the case of the statutory audit of accounts of a public-interest entity:
- shareholders representing at least 5 per cent of the voting rights or of the corporate capital;
- the other legal bodies of the audited entities;
- the CSSF;
may, if there are valid reasons to do so, apply to the Tribunal d’Arrondissement [District Court] sitting in
commercial matters for the removal of the réviseur d’entreprises agréé [approved statutory auditor], the
cabinet de révision agréé [approved audit firm] or the cabinets d’audit [audit firm].»
These provisions use certain terms defined in the Law of 23 July 2016. Please refer to the footnote under Article
1712-19 point 15 of the Law of 1915. The definition of the term “public-interest entity” can be found in the
footnote under Article 443-1 of the Law of 1915.
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the employer following the procedure provided for in Section 4 of Chapter IV of Title
One of Book IV of the Labour Code409.»
(Law of 18 December 2009) «The persons referred to in the two foregoing
paragraphs shall be appointed for a period laid down in a contract for the provision
of services, which may be terminated only on serious grounds or by mutual
agreement.»410, 411
(Law of 18 December 2015)
«b) In addition, the réviseur(s) d’entreprises agréé(s) [approved statutory auditor(s)]
shall
aa) express an opinion on:
i) whether the management report is consistent with the annual accounts for
the same financial year, and
ii) whether the management report has been prepared in accordance with the
applicable statutory requirements;
bb) state whether, in the light of the knowledge and understanding of the
undertaking and its environment obtained in the course of the audit, he, she or
it has identified material misstatements in the management report, and shall
give an indication of the nature of any such misstatements.»
(Law of 23 July 2016)
«cc) Points aa) and bb) of the present point do not apply to the non-financial
statement referred to in Article 68bis paragraph (2), nor to the separate report
referred to in Article 68bis paragraph (5), nor to the information referred to in
paragraph (1), points a), b), e), f) and g) of Article 68ter. »
(2) The companies referred to in Article 35 shall be exempted from the obligation laid down
in paragraph (1).
(Law of 10 December 2010)
«This exemption does however not apply to undertakings whose securities are admitted
to trading on a regulated market (Law of 7 August 2023) «of a Member State»412 .»
Article 36 shall apply.
(3) (Law of 12 July 2013) «The institution of the commissaires aux comptes [supervisory
Member State, the proposal of the administrative or supervisory body for the appointment of a réviseur
d’entreprises agréé [approved statutory auditor] or cabinet de révision agréé [approved audit firm] shall be based
on a recommendation made by the audit committee. See footnote under Article 443-1 of the Law of 1915.
412 Until 31 December 2020, the United Kingdom will be considered as part of the EU in accordance with the EU-
UK Withdrawal Agreement. For the definition of «regulated market of a Member State», see Article 24bis.
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auditors] provided for in (Law of 7 August 2023) «Articles 443-1 and 710-27 of the
above-mentioned Law of 10 August 1915» shall not apply to those companies which
have their annual accounts audited by a réviseur d’entreprises agréé [approved statutory
auditor] pursuant to paragraph (1).»
(Law of 12 July 2013)
«(3bis) A société en commandite par actions, which causes, or is obliged to have, its annual
accounts audited by a réviseur d’entreprises agréé [approved statutory auditor], may
decide not to establish a supervisory board.»
(4) In the case referred to in paragraph (2) and where the annual accounts or the annual
report are not drawn up in accordance with the present law, any interested party may
request the president of the Tribunal d’Arrondissement [District Court] dealing with
commercial matters and sitting as in urgency matters to designate at the expense of the
company, for a period of up to five years, a person fulfilling the requirements of
paragraph (1) and for the purposes of that paragraph.
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(Law of 10 December 2010)
[2006/43/EC Art. 28]
«Art. 69bis.413
413This Article must be read together with Article 35 of the Law of 23 July 2016 on the audit profession.
Art. 35. Audit reporting.
(1) The réviseur(s) d’entreprises agréé(s) [approved statutory auditor(s)], cabinet(s) de révisions agréé(s)
[approved audit firm(s)] or cabinet(s) d’audit [audit firm(s)] shall present the results of the statutory audit in an
audit report. The report shall be prepared in accordance with the requirements of auditing standards adopted by
the European Commission or the CSSF, as referred to in Article 33 [of the Law of 23 July 2016].
(2) The audit report shall be in writing and shall:
a) identify the entity whose annual financial statements are the subject of the statutory audit; specify the annual
financial statements and the date and period they cover; and identify the financial reporting framework that
has been applied in their preparation;
b) include a description of the scope of the statutory audit which shall, as a minimum, identify the auditing
standards in accordance with which the statutory audit was conducted;
c) include an audit opinion, which shall be either unqualified, qualified or an adverse audit opinion and shall
state clearly the opinion of the réviseur(s) d’entreprises agréé(s) [approved statutory auditor(s)], cabinet(s) de
révision agréé(s) [approved audit firm(s)] or cabinet(s) d’audit [audit firm(s)] as to:
i. whether the annual financial statements give a true and fair view in accordance with the relevant
financial reporting framework; and,
ii. where appropriate, whether the annual financial statements comply with statutory requirements.
If the réviseur(s) d’entreprises agréé(s) [approved statutory auditor(s)], cabinet(s) de révision agréé(s)
[approved audit firm(s)] or cabinet(s) d’audit [audit firm(s)] are unable to express an audit opinion, the report
shall contain a disclaimer of opinion;
d) refer to any other matters to which the réviseur(s) d’entreprises agréé(s) [approved statutory auditor(s)],
cabinet(s) de révision agréé(s) [approved audit firm(s)] or cabinet(s) d’audit [audit firm(s)] draw(s) attention
by way of emphasis without qualifying the audit opinion;
e) include an audit opinion and statement, both of which shall be based on the work undertaken in the course of
the audit, referred to in the second subparagraph of Article 34(1) of Directive 2013/34/EU;
f) provide a statement on any material uncertainty relating to events or conditions that may cast significant
doubt about the entity’s ability to continue as a going concern;
g) identify the place of establishment of the réviseur(s) d’entreprises agréé(s) [approved statutory auditor(s)],
cabinet(s) de révision agréé(s) [approved audit firm(s)] or cabinet(s) d’audit [audit firm(s)];
h) a CSSF regulation may lay down additional requirements in relation to the presentation of the audit report
and other rules in the framework of international audit standards.
(3) Where the statutory audit was carried out by more than one réviseur d’entreprises agréé [approved statutory
auditor], cabinet de révision agréé [approved audit firm] or cabinet d’audit [audit firm], the réviseurs
d’entreprises agréés [approved statutory auditors], cabinets de révision agréés [approved audit firms] or
cabinets d’audit [audit firms] shall agree on the results of the statutory audit and submit a joint audit report
and opinion. In the case of disagreement, each réviseur d’entreprises agréé [approved statutory auditor],
cabinet de révision agréé [approved audit firm] or cabinet d’audit [audit firm] shall submit his, her or its audit
opinion in a separate paragraph of the audit report and shall state the reason for the disagreement.
(4) The audit report shall be signed and dated by the réviseur d’entreprises agréé [approved statutory auditor].
Where a cabinet de révision agréé [approved audit firm] or cabinet d’audit [audit firm] is in charge of the
statutory audit, the audit report may be signed and dated only by réviseurs d’entreprises agréés [approved
statutory auditors] of that firm, including at least the réviseur(s) d’entreprises agréé(s) [approved statutory
auditor(s)] who carried out the statutory audit on behalf of the firm. Where more than one réviseur
d’entreprises agréé [approved statutory auditor], cabinet de révision agréé [approved audit firm] or cabinet
d’audit [audit firm] have been simultaneously engaged, the audit report shall be signed by all réviseurs
d’entreprises agréés [approved statutory auditors] or at least by the réviseurs d’entreprises agréés [approved
statutory auditors] carrying out the statutory audit on behalf of every firm.
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(Law of 18 December 2015)
«(1) The réviseur(s) d’entreprises agréé(s) [approved statutory auditor(s)] or cabinet(s) de
révision agréé(s) [approved audit firm(s)] shall present the outcome of the statutory
audit of the accounts in an audit report. This report shall be drawn up in accordance
with such international auditing standards as adopted for Luxembourg by the
Commission de surveillance du secteur financier414.
(2) The audit report shall be in writing and415
(5) The requirements set out in paragraphs 1 to 4 shall also apply to the report on the consolidated financial
statements. In reporting on the consistency of the management report and the financial statements, the
réviseur d’entreprises agréé [approved statutory auditor], cabinet de révision agréé [approved audit firm] or
cabinet d’audit [audit firm] shall review the consolidated financial statements and the consolidated
management report. Where the annual financial statements of the parent undertaking are appended to the
consolidated financial statements, the reports of the réviseurs d’entreprises agréés [approved statutory
auditors], cabinets de révision agréés [approved audit firms] or cabinets d’audit [audit firms] required by this
Article may be combined.
414 See CSSF Regulation No 22-01.
415 For public-interest entities (for the definition of this term, see footnote under Article 443-1 of the Law of
1915), Articles 10 and 11 of Regulation (EU) No 537/2014 of the European Parliament and of the Council shall also
apply:
«Article 10 Audit report
1. The statutory auditor(s) or the audit firm(s) shall present the results of the statutory audit of the public-
interest entity in an audit report.
2. The audit report shall be prepared in accordance with the provisions of Article 28 of Directive 2006/43/EC
and in addition shall at least:
a) state by whom or by which body the statutory auditor(s) or the audit firm(s) was (were) appointed;
b) indicate the date of the appointment and the period of total uninterrupted engagement including previous
renewals and reappointments of the statutory auditors or the audit firms;
c) provide, in support of the audit opinion, the following:
i) a description of the most significant assessed risks of material misstatement, including assessed risks of
material misstatement due to fraud;
ii) a summary of the auditor's response to those risks; and
iii) where relevant, key observations arising with respect to those risks. Where relevant to the above
information provided in the audit report concerning each significant assessed risk of material
misstatement, the audit report shall include a clear reference to the relevant disclosures in the financial
statements.
d) explain to what extent the statutory audit was considered capable of detecting irregularities, including
fraud;
e) confirm that the audit opinion is consistent with the additional report to the audit committee referred to in
Article 11;
f) declare that the prohibited non-audit services referred to in Article 5(1) were not provided and that the
statutory auditor(s) or the audit firm(s) remained independent of the audited entity in conducting the audit;
g) indicate any services, in addition to the statutory audit, which were provided by the statutory auditor or the
audit firm to the audited entity and its controlled undertaking(s), and which have not been disclosed in the
management report or financial statements.
EN Member States may lay down additional requirements in relation to the content of the audit report.
3. Except as required by point (e) of paragraph 2 the audit report shall not contain any cross-references to the
additional report to the audit committee referred to in Article 11. The audit report shall be in clear and
unambiguous language.
4. The statutory auditor or the audit firm shall not use the name of any competent authority in a way that
would indicate or suggest endorsement or approval by that authority of the audit report.
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Article 11 Additional report to the audit committee
1. Statutory auditors or audit firms carrying out statutory audits of public-interest entities shall submit an
additional report to the audit committee of the audited entity not later than the date of submission of the
audit report referred to in Article 10. Member States may additionally require that this additional report be
submitted to the administrative or supervisory body of the audited entity.
If the audited entity does not have an audit committee, the additional report shall be submitted to the body
performing equivalent functions within the audited entity. Member States may allow the audit committee to
disclose that additional report to such third parties as are provided for in their national law.
2. The additional report to the audit committee shall be in writing. It shall explain the results of the statutory
audit carried out and shall at least:
a) include the declaration of independence referred to in point (a) of Article 6(2);
b) where the statutory audit was carried out by an audit firm, the report shall identify each key audit partner
involved in the audit;
c) where the statutory auditor or the audit firm has made arrangements for any of his, her or its activities to be
conducted by another statutory auditor or audit firm that is not a member of the same network, or has used
the work of external experts, the report shall indicate that fact and shall confirm that the statutory auditor
or the audit firm received a confirmation from the other statutory auditor or audit firm and/or the external
expert regarding their independence;
d) describe the nature, frequency and extent of communication with the audit committee or the body
performing equivalent functions within the audited entity, the management body and the administrative or
supervisory body of the audited entity, including the dates of meetings with those bodies;
e) include a description of the scope and timing of the audit;
f) where more than one statutory auditor or audit firm have been appointed, describe the distribution of
tasks among the statutory auditors and/or the audit firms;
g) describe the methodology used, including which categories of the balance sheet have been directly verified
and which categories have been verified based on system and compliance testing, including an explanation
of any substantial variation in the weighting of system and compliance testing when compared to the
previous year, even if the previous year's statutory audit was carried out by other statutory auditor(s) or
audit firm(s);
h) disclose the quantitative level of materiality applied to perform the statutory audit for the financial
statements as a whole and where applicable the materiality level or levels for particular classes of
transactions, account balances or disclosures, and disclose the qualitative factors which were considered
when setting the level of materiality;
i) report and explain judgements about events or conditions identified in the course of the audit that may
cast significant doubt on the entity's ability to continue as a going concern and whether they constitute a
material uncertainty, and provide a summary of all guarantees, comfort letters, undertakings of public
intervention and other support measures that have been taken into account when making a going concern
assessment;
j) report on any significant deficiencies in the audited entity's or, in the case of consolidated financial
statements, the parent undertaking's internal financial control system, and/or in the accounting system. For
each such significant deficiency, the additional report shall state whether or not the deficiency in question
has been resolved by the management;
k) report any significant matters involving actual or suspected non-compliance with laws and regulations or
articles of association which were identified in the course of the audit, in so far as they are considered to be
relevant in order to enable the audit committee to fulfil its tasks;
l) report and assess the valuation methods applied to the various items in the annual or consolidated financial
statements including any impact of changes of such methods;
m) in the case of a statutory audit of consolidated financial statements, explain the scope of consolidation and
the exclusion criteria applied by the audited entity to the non-consolidated entities, if any, and whether
those criteria applied are in accordance with the financial reporting framework;
n) where applicable, identify any audit work performed by third-country auditor(s), statutory auditor(s), third-
country audit entity(ies) or audit firm(s) in relation to a statutory audit of consolidated financial statements
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a) identify the undertaking, the annual accounts of which are the subject of the
statutory audit; specify the relevant annual accounts, the balance sheet date and the
period covered; and identify the financial reporting framework that has been applied
for their preparation;
b) contain a description of the scope of the statutory audit of the accounts, which shall,
as a minimum, identify the auditing standards in accordance with which the statutory
audit was conducted;
c) contain an audit opinion, which shall be either unqualified, qualified or an adverse
opinion and shall clearly state the opinion of the réviseur(s) d’entreprises agréé(s)
[approved statutory auditor(s)] or the cabinet(s) de révision agréé(s) [approved audit
firm(s)] as to:
i) whether the annual accounts give a true and fair view in accordance with the
relevant financial reporting framework, and
ii) where appropriate, whether the annual accounts comply with statutory
requirements.
If the réviseur(s) d’entreprises agréé(s) [approved statutory auditor(s)] or the
cabinet(s) de révision agréé [approved audit firm(s)] are unable to express an audit
opinion, the report shall contain a disclaimer of opinion;
d) refer to any other matters to which the réviseur(s) d’entreprises agréé(s) [approved
statutory auditor(s)] or the cabinet(s) de révision agréé(s) [approved audit firm(s)]
draw attention by way of emphasis without qualifying the audit opinion;
other than by members of the same network as to which the auditor of the consolidated financial
statements belongs;
o) indicate whether all requested explanations and documents were provided by the audited entity;
p) report:
(i) any significant difficulties encountered in the course of the statutory audit;
(ii) any significant matters arising from the statutory audit that were discussed or were the subject of
correspondence with management; and
(iii) any other matters arising from the statutory audit that in the auditor's professional judgement, are
significant to the oversight of the financial reporting process.
Member States may lay down additional requirements in relation to the content of the additional report to the
audit committee.
Upon request by a statutory auditor, an audit firm or the audit committee, the statutory auditor(s) or the audit
firm(s) shall discuss key matters arising from the statutory audit, referred to in the additional report to the audit
committee, and in particular in point (j) of the first sub-paragraph, with the audit committee, administrative body
or, where applicable, supervisory body of the audited entity.
3. Where more than one statutory auditor or audit firm have been engaged simultaneously, and any
disagreement has arisen between them on auditing procedures, accounting rules or any other issue
regarding the conduct of the statutory audit, the reasons for such disagreement shall be explained in the
additional report to the audit committee.
4. The additional report to the audit committee shall be signed and dated. Where an audit firm carries out the
statutory audit, the additional report to the audit committee shall be signed by the statutory auditors
carrying out the statutory audit on behalf of the audit firm.
5. Upon request, and in accordance with national law, the statutory auditors or the audit firms shall make
available without delay the additional report to the competent authorities within the meaning of Article
20(1).»
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e) include the opinion and statement, both based on the work performed during the
audit, referred to in Article 69, paragraph (1), point b) of this Law;
f) include a statement on potential material uncertainties related to events or to
conditions that may cast significant doubt upon the undertaking’s ability to continue
as a going concern;
g) specify the place of establishment of the réviseur(s) d’entreprises agréé(s) [approved
statutory auditor(s)] or the cabinet(s) de révision agréé(s) [approved audit firm(s)].
(3) Where the statutory audit of the accounts has been carried out by several réviseurs
d’entreprises agréés [approved statutory auditors] or cabinets de révision agréés
[approved audit firms], they shall together agree on the outcome of the statutory audit
of the accounts and present a joint report and opinion. In case of disagreement, each
réviseur d’entreprises agréé [approved statutory auditor] or cabinet de révision agréé
[approved audit firm] shall express its opinion in a paragraph that is separate from the
audit report and shall set out the reasons for the disagreement.
(4) The audit report shall be signed and dated by the réviseur d’entreprises agréé [approved
statutory auditor]. Where a cabinet de révision agréé [approved audit firm] carries out
the statutory audit of the accounts, the audit report shall bear the signature of at least
the réviseur(s) d’entreprises agréé(s) [approved statutory auditor(s)] carrying out the
statutory audit of the accounts on behalf of the audit firm. Where several réviseurs
d’entreprises agréés [approved statutory auditors] or cabinets de révision agréés
[approved audit firms] have worked at the same time, the audit report shall be signed by
all réviseurs d’entreprises agréés [approved statutory auditors] or at least by the
réviseurs d’entreprises agréés [approved statutory auditors] carrying out the statutory
audit of the accounts on behalf of each cabinet de révision agréé [approved audit firm].»
«Section 10bis - Duty and liability for drawing up and publishing the annual accounts
and the management report»
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the requirements of this law and, where applicable, in accordance with the international
accounting standards adopted in accordance with Regulation (EC) No 1606/2002.416»
416 At the moment, Commission Regulation (EU) 2023/1803 dated 13 September 2023 realises such adoption. This
regulation abrogates Regulation (EC) N° 1126/2008 of 23 November 2008 and provides that all references to the
abrogated regulation are deemed to be references to the new Regulation.
417 Corresponds to abrogated Article 256-1 of the Law of 1915, except for later amendments.
418 Until 31 December 2020, the United Kingdom will be considered as part of the EU in accordance with the EU-
UK Withdrawal Agreement. For the definition of Member State, see Article 24bis.
419 See footnote under Article 100-13 of the Law of 1915.
420 At the moment, Commission Regulation (EU) 2023/1803 dated 13 September 2023 realises such adoption. This
regulation abrogates Regulation (EC) N° 1126/2008 of 23 November 2008 and provides that all references to the
abrogated regulation are deemed to be references to the new Regulation.
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May 2016) « (Law of 7 August 2023) «Article 100-13, paragraph (3), of the above-
mentioned Law of 10 August 1915» and the provisions of Chapter Vbis of Title I of
this law421».»
regulation abrogates Regulation (EC) N° 1126/2008 of 23 November 2008 and provides that all references to the
abrogated regulation are deemed to be references to the new Regulation.
424 Corresponds to abrogated Article 256-3 of the Law of 1915, except for later amendments.
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Directive 2013/34/EU» or in accordance with the international accounting
standards adopted in accordance with the procedure laid out in Article 6 paragraph
2 of Regulation (EC) No 1606/2002 of the European Parliament and of the Council
of 19 July 2002 on the application of international accounting standards425, by a
company referred to in (Law of 7 August 2023) «Article 1, paragraph 1, letter a) » of
that Directive426 which is a member having unlimited liability and is governed by the
law of another (Law of 7 August 2023) «Member State» 427;
b) these companies are included in consolidated accounts drawn up, audited and
published in accordance with the (Law of 7 August 2023) «above-mentioned
Directive 2013/34/EU» or in accordance with the international accounting
standards adopted in accordance with the procedure laid out in Article 6 paragraph
2 of Regulation (EC) No 1606/2002 of the European Parliament and of the Council
of 19 July 2002 on the application of international accounting standards428 by a
member having unlimited liability, or where they are included in the consolidated
accounts of a larger body of undertakings drawn up, audited and published in
conformity with the (Law of 7 August 2023) «above-mentioned Directive
2013/34/EU» or in accordance with the international accounting standards adopted
in accordance with the procedure laid out in Article 6 paragraph 2 of Regulation
(EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002
on the application of international accounting standards by a parent undertaking
governed by the law of a Member State429. This exemption must be disclosed in the
notes to the consolidated accounts.
(3) In these cases, these companies must reveal to whomsoever so requests the name of
the company publishing the accounts.»
425 At the moment, Commission Regulation (EU) 2023/1803 dated 13 September 2023 realises such adoption. This
regulation abrogates Regulation (EC) N° 1126/2008 of 23 November 2008 and provides that all references to the
abrogated regulation are deemed to be references to the new Regulation.
426 These are sociétés anonymes, sociétés en commandite par actions and sociétés à responsabilité limitée.
427 Until 31 December 2020, the United Kingdom will be considered as part of the EU in accordance with the EU-
UK Withdrawal Agreement. For the definition of Member State, see Article 24bis.
428 At the moment, Commission Regulation (EU) 2023/1803 dated 13 September 2023 realises such adoption. This
regulation abrogates Regulation (EC) N° 1126/2008 of 23 November 2008 and provides that all references to the
abrogated regulation are deemed to be references to the new Regulation.
429 For the definition of Member State, see Article 24bis.
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(Law of 30 July 2013)
430At the moment, Commission Regulation (EU) 2023/1803 dated 13 September 2023 realises such adoption. This
regulation abrogates Regulation (EC) N° 1126/2008 of 23 November 2008 and provides that all references to the
abrogated regulation are deemed to be references to the new Regulation.
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d) the creation of the undistributable reserve related to the granting of financial
assistance in view of the acquisition of the shares of the (Law of 7 August 2023)
«company» by a third party;
e) (Law of 7 August 2023) «the creation of the undistributable reserve related to the
redemption of redeemable shares»;
f) the determination of the loss of half or three-quarters of the share capital;
g) the special reserve established in accordance with paragraph (8a) of the amended
Law of 16 October 1934 on net wealth tax.
(3) By derogation from paragraphs (1) and (2) above, the following items shall not be
considered as undistributable and may therefore be distributed or used for another
purpose:
a) unrealised income referred to in paragraph (1) point a) related to financial
instruments held as part of the trading portfolio and currency exchange-rate
variations and variations in the context of a fair value hedge accounting system;
b) variations of capital and reserves referred to in paragraph (1) point c) related to
reversals of provisions and value adjustments, which may not be maintained on the
balance sheet as a result of the exercise of the option referred to in Article 72bis
other than those calculated in order to systematically depreciate the value of assets
over their period of use.
(4) If the results for the financial year are lower than the amount of the unrealised income
and gains, net of tax related thereto, referred to in paragraph (1) point a), the
undistributable reserve referred to in paragraph (2) is set up, with respect to such
balance, by using the distributable reserves or, in the absence thereof, by deducting
them from the results carried forward.
(5) The undistributable reserve referred to in paragraph (2) shall be adjusted for a
corresponding amount in line with the realisation of the income, gains and variations
referred to in paragraph (1), including through systematic amortisation, or where
revaluations are cancelled due to a value adjustment.
(6) For those cases not covered by this Article, reference is made to the general principle of
Article 51 paragraph (1) point c) which lays down the principle of prudence and the
principle of realisation of the profits.»
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(Law of 18 December 2015)
431 05: Mining of coal and lignite; 06: Extraction of crude petroleum and natural gas, 07: Mining of metal ores, 08:
Other mining and quarrying (inter alia stone, sand, clay, gypsum, chemical minerals, peat, salt).
432 Logging.
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g) payments for infrastructure improvements.
6) «large undertaking» means an undertaking organised as a société anonyme, société
européenne, société en commandite par actions, société à responsabilité limitée or as
one of types of companies referred to in Article 77, paragraph 2, points 2° and 3° of this
Law and which, on its balance sheet date, exceeds the limits of at least two of the three
criteria referred to in Article 47 of this Law;
7) «public-interest entities» means undertakings within the meaning of Article 2, point 1)
of Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013
on the annual financial statements, consolidated financial statements and related
reports of certain types of undertakings435;
8) «subsidiary undertaking» means an undertaking as defined in (Law of 7 August 2023)
«Article 1711-1 paragraph (2), of the above-mentioned Law of 10 August 1915 » ;
9) «parent undertaking» means an undertaking as defined in (Law of 7 August 2023)
«Article 1711-1 paragraph (2), of the above-mentioned Law of 10 August 1915».
435 The Law of 23 July 2016 on the audit profession contains a definition of «public-interest entities». See note
under Article 443-1 of the Law of 1915.
436 Until 31 December 2020, the United Kingdom will be considered as part of the EU in accordance with the EU-
UK Withdrawal Agreement. For the definition of Member State, see Article 24bis.
437 For the definition of Member State, see Article 24bis.
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c) where those payments have been attributed to a specific project, the total amount
per type of payment as specified in points (5), a) to g) of Article 72quater, made for
each such project and the total amount of payments for each such project.
Payments made by the undertaking in respect of obligations imposed at entity level may
be disclosed at the entity level rather than at project level.
(3) Where payments in kind are made to a government, they shall be reported in value and,
where applicable, in volume. Supporting notes shall be provided to explain how their
value has been determined.
(4) The disclosure of the payments referred to in this Article shall reflect the substance,
rather than the form, of the payment or activity concerned. Payments and activities may
not be artificially split or aggregated to avoid the application of this Chapter.
438Amended by Article 20, the “catch all” provision of the Law of 27 May 2016.
439Law of 22 May 2020 on the extension of deadlines for the filing and publication of annual accounts,
consolidated accounts and related reports during the state of crisis.
Art. 1. By derogation from the provisions of the amended Law of 19 December 2002 on the Trade and Companies
Register and the accounting and annual accounts of undertakings, the following are extended by three months:
(…)
3° the deadline for publication of the report on payments to governments on the Recueil électronique des
sociétés et associations referred to in Article 72septies of the aforementioned Law of 19 December 2002
mentioned above. (…)
Art. 5. This law only applies to annual accounts, consolidated accounts as well as related reports and annual
general meetings in relation to the financial year closed as at the date of the end of the state of crisis as extended
of 24 March 2020 extending the state of crisis declared by Grand Ducal Regulation of 18 March 2020 introducing a
series of measures in the context of the fight against COVID-19 and for which the deadlines for filing and
publication or holding had not expired by 18 March 2020.
This Law shall enter into force on the day of its publication in the Official Journal of the Grand Duchy of
Luxembourg. [This Law entered into force on 29 May 2020.]
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the annual financial statements, consolidated financial statements and related reports of
certain types of undertakings, as equivalent to the requirements of this Chapter440 are
exempt from the requirements of this Chapter except for the obligation to publish this report
in accordance with Article 72septies.»
English and German versions of the directive which do not include the word «corporate”.
443 For the definition of Member State, see Article 24bis.
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(Law of 15 August 2023)
[2013/34/EU Art. 48a]
«Art. 72undecies.
(1) For the purposes of this Chapter, the following definitions apply:
1° «ultimate parent undertaking» means an undertaking which draws up the
consolidated accounts of the largest body of undertakings;
2° «consolidated accounts» means the accounts prepared by a parent undertaking of a
group, in which the assets, liabilities, equity, income and expenses are presented as
those of a single economic entity;
3° «tax jurisdiction» means a State or non-State jurisdiction which has fiscal autonomy
in respect of corporate income tax;
4° «standalone undertaking» means an undertaking which is not part of a group as
defined in point 7°;
5° «parent undertaking» means an undertaking which controls one or more subsidiary
undertakings;
6° «subsidiary undertaking» means an undertaking controlled by a parent undertaking,
including any subsidiary undertaking of an ultimate parent undertaking;
7° «group» means a parent undertaking and all its subsidiary undertakings;
8° «affiliated undertakings» means any two or more undertakings which are part of a
group;
9° «medium-sized subsidiary undertaking» means any subsidiary undertaking which,
on its balance sheet date, exceeds two of the three criteria set out in Article 35 of
this Law for two consecutive financial years without, however, exceeding more
than one of the three criteria set out in Article 47 of this Law for two consecutive
financial years;
10° «large subsidiary undertaking» means any subsidiary undertaking which, on its
balance sheet date, exceeds two of the three criteria set out in Article 47 of this
Law for two consecutive financial years;
11° «related parties445» has the same meaning as in the international accounting
standards adopted in accordance with Regulation (EC) No 1606/2002 of the
European Parliament and of the Council of 19 July 2002 on the application of
international accounting standards446.
(2) For the purposes of Article 72duodecies, «revenue» has the same meaning as:
445 For the definition of «related party», see the note that follows the Grand Ducal Regulation of 18 December
2015 in Annex I below.
446 At the moment, Commission Regulation (EU) 2023/1803 dated 13 September 2023 realises such adoption. This
regulation abrogates Regulation (EC) N° 1126/2008 of 23 November 2008 and provides that all references to the
abrogated regulation are deemed to be references to the new Regulation.
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1° «net turnover», for undertakings governed by the law of a Member State447 that do
not apply international accounting standards adopted on the basis of Regulation
(EC) No 1606/2002448; or
2° «revenue» as defined by or within the meaning of the financial reporting framework
on the basis of which the accounts are prepared, for other undertakings.»
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(4) Medium-sized and large subsidiary undertakings established in Luxembourg that are
controlled by an ultimate parent undertaking that is not governed by the law of a
Member State450, where the consolidated revenue on its balance sheet date exceeded
for each of the last two consecutive financial years a total of 750,000,000 euros, as
reflected in its consolidated accounts, are required to publish and make accessible a
report on income tax information concerning that ultimate parent undertaking as
regards the latter of those two consecutive financial years.
Where that information or report is not available, the subsidiary undertaking shall
request its ultimate parent undertaking to provide it with all information required to
enable it to meet its obligations under the first subparagraph. If the ultimate parent
undertaking does not provide all the required information, the subsidiary undertaking
shall draw up, publish and make accessible a report on income tax information
containing all information in its possession, obtained or acquired, and a statement
indicating that its ultimate parent undertaking did not make the necessary information
available.
Medium-sized and large subsidiary undertakings shall no longer be subject to the
reporting obligations set out in this paragraph where the total consolidated revenue of
the ultimate parent undertaking on its balance sheet date falls below 750,000,000
euros for each of the last two consecutive financial years as reflected in its
consolidated accounts.
(5) Branches opened in the Grand Duchy of Luxembourg by undertakings that are not
governed by the law of a Member State451 as referred to in Article 72decies, paragraph
2, are required to publish and make accessible a report on income tax information
concerning the ultimate parent undertaking or the standalone undertaking referred to
in the sixth subparagraph, point 1°, as regards the latter of the last two consecutive
financial years.
Where that information or report is not available, the person or persons designated to
carry out the disclosure formalities referred to in Article 72quindecies shall request the
ultimate parent undertaking or the standalone undertaking referred to in the sixth
subparagraph, point 1°, to provide them with all information necessary to enable them
to meet their obligations.
In the event that not all the required information is provided, the branch shall draw up,
publish and make accessible a report on income tax information, containing all
information in its possession, obtained or acquired, and a statement indicating that the
ultimate parent undertaking or the standalone undertaking did not make the
necessary information available.
The reporting obligations set out in this paragraph shall apply only to branches which
have a net turnover that exceeded the threshold of 8,800,000 euros as transposed
pursuant to Article 35 for each of the last two consecutive financial years.
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A branch subject to the reporting obligations under this paragraph shall no longer be
subject to those obligations where its net turnover falls below the threshold of
8,800,000 euros as transposed in Article 35 for each of the last two consecutive
financial years.
This paragraph shall apply to a branch only where the following criteria are met:
1° the undertaking that opened the branch is either an affiliated undertakingof a group
whose ultimate parent undertaking is not governed by the law of a Member
State452 and the consolidated revenue of which on its balance sheet date exceeded
for each of the last two consecutive financial years a total of 750,000,000 euros, as
reflected in its consolidated accounts, or a standalone undertaking the revenue of
which on its balance sheet date exceeded for each of the last two consecutive
financial years a total of 750,000,000 euros as reflected in its annual accounts;
2° the ultimate parent undertaking referred to in point 1° does not have a medium-
sized or large subsidiary undertaking as referred to in paragraph 4.
A branch shall no longer be subject to the reporting obligations set out in this
paragraph where the criterion provided for in the sixth sub-paragraph, point 1° ceases
to be met for two consecutive financial years.
(6) Paragraphs 4 and 5 shall not apply where a report on income tax information is drawn
up by an ultimate parent undertaking or standalone undertaking that is not governed
by the law of a Member State 453 , in a manner that is consistent with Article
72terdecies, and meets the following criteria:
1° it is made accessible to the public, free of charge and in an electronic reporting
format which is machine-readable:
a) on the website of that ultimate parent undertaking or of that standalone
undertaking;
b) in at least one of the official languages of the European Union454;
c) no later than 12 months after the balance sheet date of the financial year for
which the report is drawn up;
2° it identifies the name and the registered office of a single subsidiary undertaking,
or the name and the address of a single branch governed by the law of
Luxembourg, which has published a report in accordance with Article
72quaterdecies, paragraph 1.
(7) Subsidiary undertakings or branches not subject to the provisions of paragraphs 4 and
5 are required to publish and make accessible a report on income tax information
where such subsidiary undertakings or branches serve no other objective than to
circumvent the reporting requirements set out in this Chapter.»
Directive 2013/34/EU as regards disclosure of income tax information by certain undertakings and branches,
transposed by the Law of 15 August 2023, is characterised as being of EEA relevance and is being analysed for
incorporation into the EEA Agreement.
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(Law of 15 August 2023)
[2013/34/EU Art. 48c]
«Art. 72terdecies.
(1) The report on income tax information required under Article 72duodecies shall include
information relating to all the activities of the standalone undertaking or ultimate
parent undertaking, including those of all affiliated undertakings consolidated in the
accounts in respect of the relevant financial year.
(2) The information referred to in paragraph 1 shall consist of:
1° the name of the ultimate parent undertaking or the standalone undertaking, the
financial year concerned, the currency used for the presentation of the report and,
where applicable, a list of all subsidiary undertakings consolidated in the accounts
of the ultimate parent undertaking, in respect of the relevant financial year,
established in the European Union455 or in tax jurisdictions included in Annexes I
and II to the Council conclusions on the revised EU list of non- cooperative
jurisdictions for tax purposes;
2° a brief description of the nature of their activities;
3° the number of employees on a full-time equivalent basis;
4° revenues, which are to be calculated as:
a) the sum of net turnover, other operating income, income from participating
interests, excluding dividends received from affiliated undertakings, income
from other investments456 and loans457 forming part of the fixed assets, and
other interest receivable and similar income as listed in Annexes V and VI to the
above-mentioned Directive 2013/34/EU ; or
b) income as defined by the financial reporting framework on the basis of which the
accounts are prepared, excluding value adjustments and dividends received
from affiliated undertakings;
5° the amount of profit or loss before income tax;
6° the amount of income tax accrued during the relevant financial year, which is to be
calculated as the current tax expense recognised on taxable profits or losses of the
financial year by undertakings and branches in the relevant tax jurisdiction;
7° the amount of income tax paid on a cash basis, which is to be calculated as the
amount of income tax paid during the relevant financial year by undertakings and
branches in the relevant tax jurisdiction;
8° the amount of accumulated earnings at the end of the relevant financial year.
455 Directive (EU) 2021/2101 of the European Parliament and of the Council of 24 November 2021 amending
Directive 2013/34/EU as regards disclosure of income tax information by certain undertakings and branches,
transposed by the Law of 15 August 2023, is characterised as being of EEA relevance and is being analysed for
incorporation into the EEA Agreement.
456 Term used in the English version of the directive. The equivalent to the French term used by the law «autres
valeurs mobilières» would be «other transferable securities». The German version of the directive corresponds to
the French term : «sonstigen Wertpapieren».
457 The French version refers to «créances» meaning «claims» or «receivables» and the German version refers to
«Forderungen ».
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For the purposes of point 4°, revenues shall include transactions with related
parties458.
For the purposes of point 6°, the current tax expense shall relate only to the activities
of an undertaking in the relevant financial year and shall not include deferred taxes or
provisions for uncertain tax liabilities.
For the purposes of point 7°, taxes paid shall include withholding taxes paid by other
undertakings with respect to payments to undertakings and branches within a group.
For the purposes of point 8°, «accumulated earnings» shall mean the sum of the
profits from past financial years and the relevant financial year, the distribution of
which has not yet been decided upon. With regard to branches, accumulated earnings
shall be those of the undertaking which opened the branch.
(3) The information listed in paragraph 2 may be reported on the basis of the reporting
instructions referred to in Section III, Parts B and C, of the annex to the amended Law
of 23 December 2016 on country-by-country reporting.
(4) The information referred to in paragraphs 2 and 3 shall be presented using a common
template and electronic reporting formats which are machine-readable as laid down
by the European Commission, by means of implementing acts adopted in accordance
with the examination procedure referred to in Article 50(2) of the above-mentioned
Directive 2013/34/EU.
(5) The report on income tax information shall present the information referred to in
paragraph 2 or 3 separately for each Member State of the European Union459. Where a
Member State of the European Union comprises several tax jurisdictions, the
information shall be aggregated at Member State level.
The report on income tax information shall also present the information referred to in
paragraph 2 or 3 separately for each tax jurisdiction which, on 1 March of the financial
year for which the report is to be drawn up, is listed in Annex I to the Council
conclusions on the revised EU list of non-cooperative jurisdictions for tax purposes,
and shall provide such information separately for each tax jurisdiction which, on 1
March of the financial year for which the report is to be drawn up and on 1 March of
the preceding financial year, was mentioned in Annex II to the Council conclusions on
the revised EU list of non-cooperative jurisdictions for tax purposes.
The report on income tax information shall present the information referred to in
paragraph 2 or 3 on an aggregated basis for other tax jurisdictions.
The information shall be attributed to each relevant tax jurisdiction on the basis of an
establishment, the existence of a fixed place of business or of a permanent business
activity which, given the activities of the group or standalone undertaking, can be
subject to income tax in that tax jurisdiction.
458For the definition of «related party», see Article 72undecies paragraph (1) item 11°.
459For the definition of Member State, see Article 24bis. As regards the reference to «European Union», it should
be noted that Directive (EU) 2021/2101 of the European Parliament and of the Council of 24 November 2021
amending Directive 2013/34/EU as regards disclosure of income tax information by certain undertakings and
branches, transposed by the Law of 15 August 2023, is characterised as being of EEA relevance and is being
analysed for incorporation into the EEA Agreement.
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Where the activities of several affiliated undertakings can be subject to income tax
within a single tax jurisdiction, the information attributed to that tax jurisdiction shall
represent the sum of the information relating to such activities of each affiliated
undertaking and their branches in that tax jurisdiction.
Information on any particular activity shall not be attributed simultaneously to more
than one tax jurisdiction.
(6) One or more specific items of information otherwise required to be disclosed in
accordance with paragraph 2 or 3 may be temporarily omitted from the report where
their disclosure would be seriously prejudicial to the commercial position of the
undertakings to which the report relates. Any omission shall be clearly indicated in the
report together with a duly reasoned explanation regarding the reasons therefor.
All information omitted pursuant to the first subparagraph must be made public in a
later report on income tax information, within no more than five years of the date of
its original omission.
Information pertaining to tax jurisdictions included in Annexes I and II to the Council
conclusions on the revised EU list of non-cooperative jurisdictions for tax purposes, as
referred to in paragraph 5, may never be omitted.
(7) The report on income tax information may include, where applicable at group level, an
overall narrative providing explanations for any material discrepancies between the
amounts disclosed pursuant to paragraph 2, points 6° and 7°, taking into account, if
appropriate, corresponding amounts concerning previous financial years.
(8) The currency used in the report on income tax information shall be the currency in
which the consolidated accounts of the ultimate parent undertaking or the annual
accounts of the standalone undertaking are presented.
However, in the case mentioned in the second subparagraph of Article 72duodecies
paragraph 4, sub-paragraph two, the currency used in the report on income tax
information shall be the currency in which the subsidiary undertaking publishes its
annual accounts.
(9) The thresholds referred to in Article 72duodecies paragraphs 4 and 5 shall be
converted to an equivalent amount in the national currency of any relevant third
countries by applying the exchange rate as at 21 December 2021, rounded off to the
nearest thousand.
(10) The report on income tax information shall specify whether it was prepared in
accordance with paragraph 2 or 3.»
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in accordance with the provisions of Title I, Chapter Vbis460, within 12 months of the
balance sheet date of the financial year for which the report is drawn up.
(2) The report on income tax information and the statement published by the
undertakings in accordance with paragraph 1 are made accessible to the public in at
least one of the official languages of the European Union, free of charge, no later than
12 months after the balance sheet date of the financial year for which the report is
drawn up, on the website of:
1° the undertaking, where Article 72duodecies paragraph 1 applies;
2° the subsidiary undertaking or an affiliated undertaking, where Article 72duodecies
paragraph 4 applies; or
3° the branch or the undertaking which opened the branch, or an affiliated
undertaking, where Article 72duodecies paragraph 5 applies.
(3) Undertakings shall be exempted from applying the rules set out in paragraph 2 where
the report on income tax information published in accordance with paragraph 1 is
simultaneously made accessible to the public in an electronic reporting format which is
machine-readable, on the website of the register of commerce and companies, and
free of charge to any third party located within the European Union461. The website of
the undertakings and branches, referred to in paragraph 2, shall contain information
on that exemption and a reference to the website of the register of commerce and
companies.
(4) The report referred to in Article 72duodecies paragraphs 1, 4, 5, 6 and 7 and, where
applicable, the statement referred to in paragraphs 4 and 5 of that Article, shall remain
accessible on the relevant website for a minimum of five consecutive years.»
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ability, that the report on income tax information is drawn up in a manner that is
consistent with or in accordance with, as relevant, Articles 72duodecies and Article
72terdecies and that it is published and made accessible in accordance with Article
72quaterdecies.»
Art. 75.
(Law of 30 July 2013)
«Undertakings referred to in Article 25 shall deposit with the register of commerce and
companies their annual accounts, duly approved in the case of legal entities, and the balance
of the accounts featured in the standard of accounts defined in Article 12 paragraph 2 of the
Commercial Code, within a month of their approval and at the latest seven months after the
end of the calendar year, in the case of individual business persons or the financial year end,
in case of legal entities.» 462
(Law of 30 July 2013)
«By derogation to the preceding paragraph, undertakings referred to in paragraph 5 of
Article 13 of the Commercial Code as well as undertakings having exercised the option
provided by Article 72bis and those undertakings who have obtained a derogation from the
obligation to comply with the standard chart of accounts pursuant to Article 27, are
462Law of 22 May 2020 on the extension of deadlines for the filing and publication of annual accounts,
consolidated accounts and related reports during the state of crisis.
Art. 1. By derogation from the provisions of the amended Law of 19 December 2002 on the Trade and Companies
Register and the accounting and annual accounts of undertakings, the following are extended by three months:
1° the deadline for filing annual accounts and the balance of the accounts featured in the standards of accounts
with the Trade and Companies Register referred to in Article 75(1) of the Law of 19 December 2002 mentioned
above; (…)
Art. 5. This law only applies to annual accounts, consolidated accounts as well as related reports and annual
general meetings in relation to the financial year closed as at the date of the end of the state of crisis as extended
of 24 March 2020 extending the state of crisis declared by Grand Ducal Regulation of 18 March 2020 introducing a
series of measures in the context of the fight against COVID-19 and for which the deadlines for filing and
publication or holding had not expired by 18 March 2020.
This Law shall enter into force on the day of its publication in the Official Journal of the Grand Duchy of
Luxembourg. [This Law entered into force on 29 May 2020.]
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exempted from the obligation to deposit the balance of the accounts featured in the
standard chart of accounts at the register of commerce and companies.»
(Law of 30 July 2013)
«Annual accounts and the balance of the accounts featured in the standard chart of accounts
are drawn up in only one language. For this purpose, undertakings are free to use the
German or the English language instead of the French language. Documents which must be
deposited at the same time as the annual accounts are in that case drawn up in the same
language as the annual accounts.»
A Grand Ducal regulation taken on the opinion of the Council of State and the Commission
des normes comptables will determine the procedure for the deposit, the form in which the
documents are filed in application of the preceding paragraph and the conditions upon which
they can be submitted to arithmetic and logical controls463.
Art. 76.
(Law of 18 December 2015)
«(1) The documents to be deposited in accordance with Article 75 are transmitted by the
register of commerce and companies to the Institut national de la statistique et des
études économiques (STATEC, the National Institute on statistics and economic studies),
manager of the Centrale des Biens (Central balance sheet office), which shall ensure that
they are archived, that they can be utilised and that they are stored in electronic format.
(2) Sociétés en commandite spéciale shall file a financial report with the register of
commerce and companies for statistical purposes. The filing process, form and content
of such report shall be determined by a Grand Ducal regulation. Such financial report is
transmitted by the register of commerce and companies to the STATEC.
Art. 77.
(Law of 30 July 2013)
«A Grand Ducal regulation shall determine the conditions of access of the public and of
public administrations to the information kept at the Institut national de la statistique et des
études économiques (the National Institute on statistics and economic studies), manager of
the Centrale des Biens (Central balance sheet office), in accordance with Article 76 of this
Chapter and the applicable tariff.»
The access of the public is limited to the annual accounts of the following companies:
1° (Law of 30 July 2013) «sociétés anonymes, sociétés européennes (SE), sociétés en
commandite par actions, sociétés à responsabilité limitée and sociétés coopératives but
excluding savings pension companies with variable capital;»
2° sociétés en nom collectif and sociétés en commandite simple where all their members
which have unlimited liability are companies of the type set out in (Law of 7 August
2023) «Article 1, paragraph (1), letter a), of the above-mentionded Directive
463Grand-Ducal regulation of 14 December 2011 inter alia determining the procedure for the deposit of the
standard accounting package with the operator of the Register of Commerce and Companies and the conditions
of the arithmetic and logical controls of annual accounts (Mémorial A N°262 of 21 December 2011, p. 4328).
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2013/34/EU»464 or companies which are not governed by the laws of a (Law of 7 August
2023) «Member State»465 but which have a legal form comparable to those referred to
in (Law of 7 August 2023) «Directive (EU) 2017/1132 of the European Parliament and of
the Council of 14 June 2017 relating to certain aspects of company law»466;
3° (Law of 30 July 2013) «the types of company referred to under point 2° where all their
members having unlimited liability are themselves organised as one of the types of
companies referred to under point 1° or under point 2° or in (Law of 7 August 2023)
«Article 1, paragraph (1), letters a) or b), of the above-mentioned Directive 2013/34/EU
»467.»
A copy of the annual accounts of the companies referred to in the preceding paragraph is
filed in the file of the company held at the register of commerce and companies.
Art. 78.
Without prejudice to the investigation powers attributed to the authorities trusted with the
prudential supervision of the financial sector and of the insurance sector, any undertaking
having deposited at the register of commerce and companies the documents referred to in
Article 75 of this Chapter will, from the day of deposit, have complied with its obligations of
communication of the above mentioned documents vis-à-vis the administrations of the State
and of the public institutions which within the exercise of their legal duties have the right to
require the presentation of those documents and which have therefore full right of access to
the information contained in those documents.
[2013/34/EU Art. 30.1]
«Art. 79.468
(1) (Law of 30 July 2013) «For the undertakings referred to in Article 25 and which are
organised as one of the types of companies referred to in points 1° to 3° of the second
paragraph of Article 77, the annual accounts duly approved and the management
report, together with the opinion drawn up by the person or persons responsible for
auditing the accounts, must be published on the «Recueil électronique des sociétés et
associations»469, by way of a reference to the filing at the register of commerce and
companies within one month of approval and no later than seven months after the
464 For Luxembourg, these are sociétés anonymes, sociétés en commandite par actions and sociétés à
responsabilité limitée.
465 Until 31 December 2020, the United Kingdom will be considered as part of the EU in accordance with the EU-
UK Withdrawal Agreement. For the definition of Member State, see Article 24bis.
466 For Luxembourg, these are sociétés anonymes, sociétés en commandite par actions and sociétés à
responsabilité limitée.
467 For Luxembourg, these are:
(i) sociétés anonymes, sociétés en commandite par actions and sociétés à responsabilité limitée,
(ii) sociétés en nom collectif and sociétés en commandite simple where all their members which have
unlimited liability are companies of the type referred to in (i) above or are similar types of companies in
the other Member States listed in Annex I of Directive 2013/34/EU or are companies of a third country
which have a legal form comparable to those of the companies referred to in Directive 68/151/EEC of 9
March 1968 [read 2017/1132/EU] (for Luxembourg, these are the companies referred to sub (i) above).
468 Corresponds to abrogated Article 252 of the Law of 1915, except for later amendments.
469 Amended by Article 20, the “catch all” provision of the Law of 27 May 2016.
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financial year end, in accordance with (Law of 27 May 2016) «( Law of 7 August 2023)
«Article 100-13, paragraph 3, of the above-mentionded Law of 10 August 1915» and the
provisions of Chapter Vbis of Title I of this law470».»471
However, the management report need not be published as prescribed in the foregoing
paragraph.
In such case, the report shall be made available to the public at the registered office of
the company. It must be possible to obtain a copy of all or part of such report free of
charge upon request.
[2013/34/EU Art. 30.2]
(1bis) (Law of 30 July 2013) «By way of derogation from paragraph (1), the undertakings
referred to in Article 25 and which are organised as one of the types of companies
referred to in points 2° and 3° of the second paragraph of Article 77 are exempted from
publishing their annual accounts in accordance with (Law of 27 May 2016) « (Law of 7
August 2023) «Article 100-13, paragraph 3, of the above-mentionded Law of 10 August
1915» and the provisions of Chapter Vbis of Title I of this law472» provided that those
accounts are available to the public at the registered office, where:
a) all their members having unlimited liability are companies referred to in (Law of 7
August 2023) «Article 1, paragraph (1), letter a) of the above-mentioned Directive
2013/34/EU» governed by the laws of other (Law of 7 August 2023) «Member
States»473 and none of those companies publishes the accounts of the company
concerned with its own accounts; or where
b) all their members having unlimited liability are companies which are not governed by
the laws of a Member State474 but which have a legal form comparable to those
referred to in (Law of 7 August 2023) «above-mentioned Directive (EU)
2017/1132»475.»
473 Until 31 December 2020, the United Kingdom will be considered as part of the EU in accordance with the EU-
UK Withdrawal Agreement. For the definition of Member State, see Article 24bis.
474 For the definition of Member State, see Article 24bis.
475 For Luxembourg (but also Germany, Belgium and France), the comparison would be with société anonyme, the
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Copies of the accounts must be obtainable upon request. The price of such a copy
may not exceed its administrative cost.
(…) (Sub-paragraph abrogated by the Law of 7 August 2023)
[2013/34/EU Art. 31.1]
(2) (Law of 30 July 2013) «By way of derogation from paragraph (1), the undertakings
referred to in Article 25 and which are organised as one of the types of companies
referred to in point 1° of the second paragraph of Article 77, which do not exceed the
limits of Article 35 and draw up their annual accounts in accordance with the provisions
of Chapter II of Title II of this law, may publish:
a) (Law of 7 August 2023) « abridged balance sheets showing only those items
mentioned in the Grand Ducal regulation adopted in accordance with Article 35,
paragraph (1) »476 ;
b) abridged notes to the accounts in accordance with Article 66.
Article 36 shall apply.
In addition, such undertakings need not publish their profit and loss account as well as,
as the case may be, their management report and the opinion of the person responsible
for auditing the accounts.»
(3) (Law of 30 July 2013) «By way of derogation from paragraph (1), the undertakings
referred to in Article 25, which are organised as one of the types of companies referred
to in point 1° of the second paragraph of Article 77, which do not exceed the limits of
Article 47 and which draw up their annual accounts in accordance with the provisions of
Chapter II of Title II of this law may publish:
a) an abridged balance sheet drawn up in accordance with Article 34,
b) an abridged profit and loss account drawn up in accordance with Article 47,
c) abridged notes to the accounts in accordance with Article 67, paragraph (2), sub
paragraphs 2 and 3 and without the information required in Article 65 paragraphs (1)
5°, 6°, 10°477 and 11°.
However, the notes to the accounts must give the information specified in Article 65
paragraph (1) 6°, in total for all the items concerned.
This paragraph shall be without prejudice to paragraph (1) insofar as it relates to the
management report and the opinion of the person responsible for auditing the
accounts.
Article 36 shall apply.»
476 See Annex IV of the Grand-Ducal Regulation of 18 December 2015 determining the form and content of the
layouts of the balance sheet and of the profit and loss account and implementing Articles 34, 35, 46 and 47 of the
amended Law of 19 December 2002 on the register of commerce and companies and the accounting and annual
accounts of undertakings (Mém. A – 258 of 28 December 2015, p. 6239), set out at the end of this Annex.
477 Point 10° was abrogated by the Law of 18 December 2015.
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(Law of 10 December 2010)
[2013/34/EU Art. 40]
«(3bis)» (Law of 30 July 2013) «The derogations provided by paragraphs (1), sub paragraphs 2
and 3, (1bis), (2) and (3) do not apply to undertakings whose securities are admitted to
trading on a regulated market (Law of 7 August 2023) «of a Member State»478.»
(Law of 30 July 2013)
«(3ter) Without prejudice to the provisions related to the management report as well as to
the report of the person or persons responsible for the statutory audit of the accounts,
the undertakings referred to in Article 25 which are organised as one of the types of
companies referred to in item 1° of Article 77, sub paragraph 2 and which draw up their
annual accounts in accordance with the provisions of Chapter IIbis of Title II of this law,
must publish their full annual accounts as drawn up in accordance with the international
accounting standards adopted in accordance with the procedure laid out in Article 6
paragraph 2 of Regulation (EC) No 1606/2002 of the European Parliament and of the
Council of 19 July 2002 on the application of international accounting standards479.»
(4) (…) (Paragraph abrogated by the Law of 10 December 2010)
478Until31 December 2020, the United Kingdom will be considered as part of the EU in accordance with the EU-UK
Withdrawal Agreement. For the definition of «regulated market of a Member State», see Article 24bis.
479At the moment, Commission Regulation (EU) 2023/1803 dated 13 September 2023 realises such adoption. This
regulation abrogates Regulation (EC) N° 1126/2008 of 23 November 2008 and provides that all references to the
abrogated regulation are deemed to be references to the new Regulation.
480 Corresponds to abrogated Article 253 of the Law of 1915, except for later amendments.
481 Corresponds to abrogated Article 254 of the Law of 1915, except for later amendments.
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réviseur d’entreprises d’agréé [approved statutory auditor] drew attention by way of
emphasis without qualifying the audit opinion.»
Art. 83.
(abrogated by the Law of 30 July 2013)
***************
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Grand Ducal Regulation of 18 December 2015 determining the form and
content of the layouts of the balance sheet and of the profit and loss account
and implementing Articles 34, 35, 46 and 47 of the amended Law of 19
December 2002 on the register of commerce and companies and the
accounting and annual accounts of undertakings
Art. 1.
For the presentation of the balance sheet referred to in Article 34 of the amended Law of 19
December 2002 on the register of commerce and companies and the accounting and annual
accounts of undertakings, the undertakings concerned shall draw up their balance sheet in
accordance with the layout provided in Annex I to this regulation.
Art. 2.
By way of derogation from Article 1, the undertakings referred to in Article 35 of the
amended Law of 19 December 2002 on the register of commerce and companies and the
accounting and annual accounts of undertakings may draw up their balance sheet in the form
of an abridged balance sheet in accordance with the layout provided in Annex II to this
regulation.
Art. 3.
For the presentation of the profit and loss account referred to in Article 46 of the amended
Law of 19 December 2002 on the register of commerce and companies and the accounting
and annual accounts of undertakings, the undertakings concerned shall draw up their profit
and loss account in accordance with the layout provided in Annex III to this regulation.
Art. 4.
By way of derogation from Article 3, the undertakings referred to in Article 47 of the
amended Law of 19 December 2002 on the register of commerce and companies and the
accounting and annual accounts of undertakings may draw up their profit and loss account in
the form of an abridged profit and loss account in accordance with the layout provided in
Annex IV to this regulation.
Art. 5.
The layouts for the presentation of the balance sheets and profit and loss accounts referred
to in Articles 1 to 4 shall apply to financial information for accounting periods starting on 1
January 2016 and after that date.
Art. 6.
Our Minister for Justice shall be responsible for the implementation of this regulation which
shall be published in the Mémorial.
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Annex I
BALANCE SHEET
ASSETS
B. Formation expenses
C. Fixed assets
I. Intangible fixed assets
1. Development costs
3. Participating interests484
6. Other loans
483
For the meaning of this term, see Article 1790-2(1) of the Law of 10 August 1915 on commercial companies
484
For the meaning of «participating interest», see Article 41 of the Law of 19 December 2002 on the register of
commerce and companies and the accounting and annual accounts of undertakings.
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Ref. Current financial Previous
year financial year
D. Current assets
I. Stocks
2. Work in progress
4. Payments on account
II. Debtors
4. Other receivables
III. Investments
3. Other investmentss
IV. Cash at bank, cash in postal cheque accounts, cheques and cash in hand
E. Deferred charges
485
For the meaning of this term, see Article 1790-2(1) of the Law of 10 August 1915 on commercial companies.
486
For the meaning of «participating interest», see Article 41 of the Law of 19 December 2002 on the register of commerce
and companies and the accounting and annual accounts of undertakings.
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CAPITAL, RESERVES AND LIABILITES
Ref. Current Previous
financial year financial year
A. Capital and reserves
I. Subscribed capital
II. Share premium
III. Revaluation reserve
IV. Reserves
1. Legal reserve
2. Reserve for own shares or corporate units
3. Reserves provided for by the articles of association
4. Other reserves, including the fair value reserve
a) other available reserves
b) other non available reserves
V. Results brought forward
VI. Results for the financial year
VII. Interim dividends
VIII. Capital investments subsidies
B. Provisions
1. Provisions for pensions and similar obligations
2. Provisions for taxation
3. Other provisions
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Ref. Current Previous
financial year financial year
C. Creditors
1. Bonds
a) Convertible bonds
i) becoming due and payable within one year
ii) becoming due and payable after more than one year
b) Non-convertible bonds
i) becoming due and payable within one year
ii) becoming due and payable after more than one year
2. Amounts owed to credit institutions
a) becoming due and payable within one year
b) becoming due and payable after more than one year
3. Payments received on account of orders insofar as they are not shown
separately as deductions from stocks
a) becoming due and payable within one year
b) becoming due and payable after more than one year
4. Amounts due to trade creditors
a) becoming due and payable within one year
b) becoming due and payable after more than one year
5. Bills of exchange payable
a) becoming due and payable within one year
b) becoming due and payable after more than one year
6. Amounts owed to affiliated undertakings
a) becoming due and payable within one year
b) becoming due and payable after more than one year
7. Amounts owed to undertakings with which the undertaking is linked by
virtue of participating interests487
a) becoming due and payable within one year
b) becoming due and payable after more than one year
8. Other creditors
a) Tax debts
b) Social security debts
c) Other debts
i) becoming due and payable within one year
ii) becoming due and payable after more than one year
D. Deferred charges
BALANCE SHEET TOTAL (CAPITAL, RESERVES AND LIABILITIES)
487
For the meaning of «participating interest», see Article 41 of the Law of 19 December 2002 on the register of commerce
and companies and the accounting and annual accounts of undertakings.
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Annex II
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CAPITAL, RESERVES AND LIABILITES
Ref. Current Previous
financial year financial year
A. Capital and reservess
I. Subscribed capital
II. Share premium
III. Revaluation reserve
IV. Reserves
V. Results brought forward
VI. Resultas for the financial year
VII. Interim dividends
VIII. Capital investment subsidies
B. Provisions
C. Debts
a) becoming due and payable within one year
b) becoming due and payable after more than one year
D. Deferred charges
BALANCE SHEET TOTAL (CAPITAL RESERVES AND LIABILITES)
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Annex III
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Ref. Current Previous
financial year financial year
Report
9. Income from participating interests
a) from affiliated undertakings488
b) from other participating interests489
10. Income from other investments, other securities and loans forming par
of the fixed assets
a) from affiliated undertakings
b) other income not shown under a)
11. Other interest receivables and other financial income
a) from affiliated undertakings
b) other interest and financial income
12. Share in the results of the undertakings to which the equity method has
been applied
13. Value adjustments in respect of financial assets and investments held as
current assets
14. Interest payable and other financial expenses
a) relating to affiliated undertakings
b) other interests and financial expenses
15. Tax on results
16. Results after taxation
17. Other taxes not shown under items 1. to 16.
18. Results for the financial year
488
For the meaning of this term, see Article 1790-2 (1) of the Law of 10 August 1915 on commercial companies.
489
For the meaning of «participating interest», see Article 41 of the Law of 19 December 2002 on the register of
commerce and companies and the accounting and annual accounts of undertakings.
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Annex IV
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Ref. Current Previous
financial year financial year
Carryover
9. Income from participating interests
a) from affiliated undertakings490
b) from other participating interests491
10. Income from other investments, other securities and loans forming par of
the fixed assets
a) from affiliated undertakings
b) other income not shown under a)
11. Other interest receivable and other financial income
a) from affiliated undertakings
b) other interest and financial income
12. Share in the results of the undertakings to which the equity method has
been applied
13. Value adjustments in respect of financial fixed assets and investments
held as current assets
14. Interest payable and other financial expenses
a) relating to affiliated undertakings
b) other interests and financial expenses
15. Tax on results
16. Results after taxation
17. Other taxes not shown under items 1. to 16.
18. Results for the financial year
490
For the meaning of this term, see Article 1790-2 (1) of the Law of 10 August 1915 on commercial companies
491
For the meaning of «participating interest», see Article 41 of the Law of 19 December 2002 on the register of
commerce and companies and the accounting and annual accounts of undertakings.
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Note:
Definition of «related party» in accordance with IAS 24492 as referred to by Article1790-2 (2) of
the Law of 10 August 1915 and Article 65(1) item 7ter° of the Law of 19 December 2002 on the
register of commerce and companies and the accounting and annual accounts of undertakings:
«9. The following terms are used in this Standard with the meanings specified:
A related party is a person or entity that is related to the entity that is preparing its financial
statements (in this Standard referred to as the «reporting entity»).
(a) A person or a close member of that person’s family is related to a reporting entity if that
person:
(i) has control or joint control of the reporting entity;
(ii) has significant influence over the reporting entity; or
(iii) is a member of the key management personnel of the reporting entity or of a parent
of the reporting entity.
(b) An entity is related to a reporting entity if any of the following conditions applies:
(i) The entity and the reporting entity are members of the same group (which means
that each parent, subsidiary and fellow subsidiary is related to the others).
(ii) One entity is an associate or joint venture of the other entity (or an associate or joint
venture of a member of a group of which the other entity is a member).
(iii) Both entities are joint ventures of the same third party.
(iv) One entity is a joint venture of a third entity and the other entity is an associate of
the third entity.
(v) The entity is a post-employment benefit plan for the benefit of employees of either
the reporting entity or an entity related to the reporting entity. If the reporting
entity is itself such a plan, the sponsoring employers are also related to the reporting
entity.
(vi) The entity is controlled or jointly controlled by a person identified in (a).
(vii) A person identified in (a)(i) has significant influence over the entity or is a member
of the key management personnel of the entity (or of a parent of the entity).
(viii) The entity, or any member of a group of which it is a part, provides key
management personnel services to the reporting entity or to the parent of the
reporting entity.
A related party transaction is a transfer of resources, services or obligations between a
reporting entity and a related party, regardless of whether a price is charged.
Close members of the family of a person are those family members who may be expected to
influence, or be influenced by, that person in their dealings with the entity and include:
(a) that person’s children and spouse or domestic partner;
492As adopted by Commission Regulation (EU) 2023/1803 of 13 September 2023 adopting certain international
accounting standards.
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(b) children of that person’s spouse or domestic partner; and
(c) dependants of that person or that person’s spouse or domestic partner.
Compensation includes (…)
Key management personnel are those persons having authority and responsibility for
planning, directing and controlling the activities of the entity, directly or indirectly,
including any director (whether executive or otherwise) of that entity.
Government refers to government, government agencies and similar bodies whether local,
national or international.
A government-related entity is an entity that is controlled, jointly controlled or significantly
influenced by a government.
The terms «control» and «investment entity», «joint control» and «significant influence»
are defined in IFRS 10, IFRS 11 Joint Arrangements and IAS 28 Investments in Associates and
Joint Ventures respectively and are used in this Standard with the meanings specified in
those IFRSs.
10. In considering each possible related party relationship, attention is directed to the
substance of the relationship and not merely the legal form.
11. In the context of this Standard, the following are not related parties:
(a) two entities simply because they have a director or other member of key management
personnel in common or because a member of key management personnel of one entity
has significant influence over the other entity.
(b) two joint venturers simply because they share joint control of a joint venture.
(c) (i) providers of finance,
(ii) trade unions,
(iii) public utilities, and
(iv) departments and agencies of a government that does not control, jointly control or
significantly influence the reporting entity,
simply by virtue of their normal dealings with an entity (even though they may affect the
freedom of action of an entity or participate in its decision-making process).
(d) a customer, supplier, franchisor, distributor or general agent with whom an entity
transacts a significant volume of business, simply by virtue of the resulting economic
dependence.
12 In the definition of a related party, an associate includes subsidiaries of the associate and a
joint venture includes subsidiaries of the joint venture. Therefore, for example, an
associate’s subsidiary and the investor that has significant influence over the associate are
related to each other. »
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« Extract Standard IFRS 10 »
CONTROL493
5 An investor, regardless of the nature of its involvement with an entity (the investee), shall
determine whether it is a parent by assessing whether it controls the investee.
6 An investor controls an investee when it is exposed, or has rights, to variable returns from
its involvement with the investee and has the ability to affect those returns through its power
over the investee.
7 Thus, an investor controls an investee if and only if the investor has all the following:
(a) power over the investee (see paragraphs 10–14);
(b) exposure, or rights, to variable returns from its involvement with the investee (see
paragraphs 15 and 16); and
(c) the ability to use its power over the investee to affect the amount of the investor’s
returns (see paragraphs 17 and 18).
8 An investor shall consider all facts and circumstances when assessing whether it controls an
investee. The investor shall reassess whether it controls an investee if facts and circumstances
indicate that there are changes to one or more of the three elements of control listed in
paragraph 7 (see paragraphs B80–B85).
9 Two or more investors collectively control an investee when they must act together to direct
the relevant activities. In such cases, because no investor can direct the activities without the co-
operation of the others, no investor individually controls the investee. Each investor would
account for its interest in the investee in accordance with the relevant IFRSs, such as IFRS 11
Joint Arrangements, IAS 28 Investments in Associates and Joint Ventures or IFRS 9 Financial
Instruments.
Power
10 An investor has power over an investee when the investor has existing rights that give it the
current ability to direct the relevant activities, ie the activities that significantly affect the
investee’s returns.
11 Power arises from rights. Sometimes assessing power is straightforward, such as when power
over an investee is obtained directly and solely from the voting rights granted by equity
instruments such as shares, and can be assessed by considering the voting rights from those
shareholdings. In other cases, the assessment will be more complex and require more than one
factor to be considered, for example when power results from one or more contractual
arrangements.
12 An investor with the current ability to direct the relevant activities has power even if its rights
to direct have yet to be exercised. Evidence that the investor has been directing relevant
activities can help determine whether the investor has power, but such evidence is not, in itself,
conclusive in determining whether the investor has power over an investee.
493 The paragraphs in bold below appear in that format in IFRS 10.
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13 If two or more investors each have existing rights that give them the unilateral ability to
direct different relevant activities, the investor that has the current ability to direct the activities
that most significantly affect the returns of the investee has power over the investee.
14 An investor can have power over an investee even if other entities have existing rights that
give them the current ability to participate in the direction of the relevant activities, for example
when another entity has significant influence. However, an investor that holds only protective
rights does not have power over an investee (see paragraphs B26–B28), and consequently does
not control the investee.
Returns
15 An investor is exposed, or has rights, to variable returns from its involvement with the
investee when the investor’s returns from its involvement have the potential to vary as a result
of the investee’s performance. The investor’s returns can be only positive, only negative or both
positive and negative.
16 Although only one investor can control an investee, more than one party can share in the
returns of an investee. For example, holders of non-controlling interests can share in the profits
or distributions of an investee.
Link between power and returns
17 An investor controls an investee if the investor not only has power over the investee and
exposure or rights to variable returns from its involvement with the investee, but also has the
ability to use its power to affect the investor’s returns from its involvement with the investee.
18 Thus, an investor with decision-making rights shall determine whether it is a principal or an
agent. An investor that is an agent in accordance with paragraphs B58–B72 does not control an
investee when it exercises decision-making rights delegated to it.
(…)
Appendix A
Defined terms
Control of an investee : An investor controls an investee when the investor is exposed, or has
rights, to variable returns from its involvement with the investee and has the ability to affect
those returns through its power over the investee.
Investment entity : An entity that:
(a) obtains funds from one or more investors for the purpose of providing those investor(s)
with investment management services;
(b) commits to its investor(s) that its business purpose is to invest funds solely for returns
from capital appreciation, investment income, or both; and
(c) measures and evaluates the performance of substantially all of its investments on a fair
value basis.
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« Extract Standard IAS 28 »
Joint control is the contractually agreed sharing of control of an arrangement, which exists only
when decisions about the relevant activities require the unanimous consent of the parties
sharing control.
Significant influence is the power to participate in the financial and operating policy decisions of
the investee but is not control or joint control of those policies.
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Annex II
494 As amended by the law of 18 December 2015 (implementing Directive 2014/59/EU), the law of 1st August 2019
(implementing Directive (EU) 2017/828) and the Law of 7 August 2023, known as the remedy law.
495 References to Directive 2007/36/EC are to the Directive as amended.
496 The Directive speaks of “shareholder rights”.
497 The Directive only refers to voting shares.
498 In the Directive, the territorial scope is linked to the location of the registered office of the relevant company.
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The companies referred to in paragraph (1) will remain subject to the amended Law of
10 August 1915 on commercial companies, except to the extent this law derogates
therefrom.»
(Law of 18 December 2015)
[2007/36/EC art. 1.4] [EU Regulation 2021/23 Title V]
«(3) This law does not apply in case of use of resolution tools, powers and mechanisms
provided for in Part I, Title II, Chapters III to XI of the Law of 18 December 2015 on the
failure of credit institutions and of certain investment firms (Law of 20 July 2022) «and in
Title V of Regulation (EU) 2021/23 of the European Parliament and of the Council of 16
December 2020 on a framework for the recovery and resolution of central
counterparties and amending Regulations (EU) No 1095/2010, (EU) No 648/2012, (EU)
No 600/2014, (EU) No 806/2014 and (EU) 2015/2365 and Directives 2002/47/EC,
2004/25/EC, 2007/36/EC, 2014/59/EU and (EU) 2017/1132 (hereafter «Regulation (EU)
2021/23»)».»
(Law of 1st August 2019)
[2007/36/EC Art. 1.5, 1.6,2 and3e]
«(4) Chapter Ibis applies to intermediaries in so far as they provide services to shareholders
or to other intermediaries in relation to shares of companies which have their registered
office in a Member State and whose shares are admitted to trading on a regulated
market established or operating in a Member State.
(Law of 7 August 2023) « Chapter 1bis» also applies to intermediaries which have
neither their registered office nor their head office in the European Union499 when they
provide services referred to in the first sub-paragraph.
(5) Chapter 1ter applies:
1° to institutional investors, in so far as they invest directly or through an asset
manager in shares traded on a regulated market
2° to asset managers, in so far as they invest in such shares on behalf of investors;
3° to proxy advisors, in so far as they provide services to shareholders regarding
the shares of companies which have their registered office in a Member State
and the shares of which are admitted to trading on a regulated market
established or operating within a Member State.
(6) For the purposes of this Law, the following definitions shall apply500:
1° «shareholder»: means each natural or legal person who owns the shares. The
person registered as such in the register of shareholders is presumed to be the
owner;
2° «proxy advisor»: means a legal person that analyses, on a professional and
commercial basis, the communication of firms and, where relevant, other
499 As a result of the definition of «Member State» added by the Law of 7 August 2023, which includes the EEA
Member States, this should presumly read : in a Member State.
500 In this translation, definitions are set out in their alphabetical order in English and not in the French alphabetical
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information of listed companies with a view to informing investors for their
voting decisions by carrying out research, providing advice or making voting
recommendations that relate to the exercise of voting rights;
3° «director» means any member of an administrative, management, or
supervisory body of a company as well as the chief executive officer and, if such
a function exists within a company, the deputy chief executive officer;
(Law of 7 August 2023)
« 3bis°«Member States» means the Member States of the European Union and the
States party to the Agreement on the European Economic Area other than the
Member States of the European Union, within the limits defined by that
Agreement and the related acts»;
4° «asset manager»: means an investment firm within the meaning of Article 1,
paragraph 1, point 16 of the Law of 30 May 2018 on markets in financial
instruments which provides portfolio management services to investors, an
alternative investment fund manager within the meaning of Article 1, point 46,
of the amended Law of 12 July 2013 on alternative investment fund managers
which do not meet the conditions for exemption provided in Article 3 of the
above-mentioned Law of 12 July 2013, or a management company within the
meaning of Article 1, paragraph 1, point 31), of the amended Law of 5 April 1993
on the financial sector501, or an investment company which is authorised in
accordance with the amended Law of 17 December 2010 on collective
investment undertakings, provided that it has not entrusted its management to
a management company authorised under that law;
5° «information concerning the identity of shareholders»: means information
enabling the identity of a shareholder to be established, including at least, the
following information:
a) the name of shareholders and their contact details (including full address and,
where applicable, email address) and, in the case of legal persons, their
register number or, in the absence of such a number, their unique identifier,
such as the legal entity identifier;
b) the number of shares held;
c) only to the extent required by the company, one or more of the following
information: the categories or classes of shares held or the date from which
the shares have been held;
6° «intermediary»: means a person, such as an investment firm within the meaning
of Article 1, point 16, of the Law of 30 May 2018 on markets in financial
instruments, a credit institution within the meaning of Article 1, point 12, of the
amended Law of 5 April 1993 on the financial sector, and a central securities
depository within the meaning of Article 2, paragraph 1, point 1) , of Regulation
501
Point (31) refers to UCITS management companies i.e. those who are subject to Chapter 15 of the law of 10
December 2010 on undertakings for collective investment.
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(EU) No. 909/2014 of the European Parliament and of the Council, which
provides services of safekeeping of shares, administration of shares or
maintenance of securities accounts on behalf of shareholders or other persons;
7° «institutional investor» means:
a) an undertaking carrying out activities of life assurance within the meaning of
Article 35 of the amended Law of 7 December 2015 on the insurance and
reinsurance sectors within the meaning of Article 43, point 28, a) and b), of the
above-mentioned Law of 7 December 2015 provided that those activities cover
life-insurance obligations, and which is not excluded pursuant to the above-
mentioned Law of 7 December 2015;
b) an institution for occupational retirement provision within the meaning of
Article 1 of the amended law of 13 July 2005 on the activities and supervision
of occupational retirement institutions;
8° «regulated market»: means a regulated market within the meaning of Article 1,
point 31, of the above-mentioned Law of 30 May 2018 on markets in financial
instruments502, established or operating in a Member State of the European
Union503;
9° «related party»: has the same meaning as in the international accounting
standards adopted in accordance with Regulation (EC) No 1606/2002 of the
European Parliament and of the Council of 19 July 2002 on the application of
international accounting standards504;
10°505 «proxy»: means the empowerment given by a shareholder to a natural or legal
person to exercise on behalf of that shareholder all or part of his/her/its rights
at the general meeting. »
502 Art 1. 31) of the MiFID II Law (Law of 30 May 2018) : «regulated market» means a multilateral system operated
and/or managed by a market operator, which brings together or facilitates the bringing together of multiple third-
party buying and selling interests in financial instruments [as defined in Article 1.26) of the MiFID II Law] in the system
and in accordance with its non-discretionary rules – in a way that results in a contract, in respect of the financial
instruments admitted to trading under its rules and/or systems, and which is authorised and functions regularly and
in accordance with the provisions of Title III of Directive 2014/65/EU [i.e. the MiFID II Directive]». In Luxembourg,
these are the systems recorded in the official list of regulated markets drawn up by the CSSF pursuant to Article 19 [of
the MiFID II Law]. In other Member States, these are the systems recorded on a list established by the European
Commission pursuant to Article 56 of directive 2014/65/EU [ MiFID II]. [In fact Article 56 of MiFID II provides for ESMA
to publish and keep up to date a list on its internet site]. »
503 It should probably read «a Member State» as defined in point 3bis. The fact that regulated markets located in the
EEA are also covered is implicitly confirmed by the introduction of the definition of Member State and by the Report
of the Legal Committee of Parliament in its comments on Article 83 of Bill of law 8007, in addition to the fact that
both Directive 2007/36/EC (SRD 1) and Directive (EU) 2017/828 (SRD 2) have been incorporated into the EEA
Agreement.
504 For the definition of «related party», see the note following the Grand-Ducal Regulation of 18 December 2015 set
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(Law of 1st August 2019)
506The Directive limits this right to legal persons. The Luxembourg legislator intentionally extended this right to
natural persons.
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(Law of 1st August 2019)
[2007/36/EC Art. 3b]
«Art. 1ter. Transmission of information
(1) Intermediaries are required to transmit, without delay, the following information from
the company to the shareholder or to a third party nominated by the shareholder:
1. the information which the company is required to provide to the shareholder, to
enable the shareholder to exercise the rights flowing from its shares, and which
is directed to all holders of shares of that class; or
2. where the information referred to in point 1. is available to shareholders on the
company's website, a notice indicating where on the website the information
can be found.
(2) Companies shall provide intermediaries with the information referred to in paragraph 1
point 1., or the notice referred to in paragraph 1, point 2., in a standardised and timely
manner in accordance with Commission Implementing Regulation (EU) 2018/1212 of 3
September 2018 laying down minimum requirements implementing the provisions of
Directive 2007/36/EC of the European Parliament and of the Council as regards
shareholder identification, the transmission of information and the facilitation of the
exercise of shareholders rights.
(3) The information referred to in point 1. of paragraph (1) or the notice referred to in point
2. of paragraph (1) do not need to be transmitted or provided in accordance with
paragraphs (1) and (2) where companies send this information or notice directly to all
their shareholders or to a third party nominated by the shareholder.
(4) Intermediaries shall promptly transmit to the company, in accordance with the
instructions they receive from shareholders, the information given by them regarding
the exercise of the rights arising from their shares.
(5) Where there are several intermediaries in the chain of intermediaries, the information
referred to in paragraphs (1) and (4) shall be transmitted between the intermediaries,
unless such information can be transmitted directly by the intermediary to the company
or to the shareholder or to a third party nominated by the shareholder. »
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(2) When votes are cast electronically, an electronic confirmation of receipt of the votes
must be sent to the person that has cast the vote:
After the general meeting, the shareholder or a third party nominated by the
shareholder can obtain, upon request and within a period not exceeding two months
from the date of the vote, confirmation that their vote has been registered and counted
by the company, unless this information is already available to them.
Where the intermediary receives the confirmation referred to in the first or second
subparagraph, it shall transmit it without delay to the shareholder or a third party
nominated by the shareholder. Where there is more than one intermediary in the chain
of intermediaries the confirmation shall be transmitted between intermediaries without
delay, unless the confirmation can be directly transmitted to the shareholder or a third
party nominated by the shareholder. »
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environmental impact and corporate governance, conduct dialogues with
investee companies, exercise voting rights and other rights attached to shares,
cooperate with other shareholders, communicate with relevant stakeholders of
the investee companies and manage actual and potential conflicts of interests in
relation to their engagement509.
2. Institutional investors and asset managers shall, on an annual basis, publicly
disclose how their engagement policy has been implemented, including a
general description of voting behaviour, an explanation of the most significant
votes and the use of the services of proxy advisors. They shall publicly disclose
how they have cast votes in the general meetings of companies in which they
hold shares. Such disclosure may exclude votes that are insignificant due to the
subject matter of the vote or the size of the holding in the company.
(2) The information referred to in paragraph 1 shall be available free of charge on the
institutional investor’s or assets manager’s website.
Where an asset manager implements the engagement policy, including voting, on behalf
of an institutional investor, the institutional investor shall make a reference as to where
such voting information has been published by the asset manager.
(3) Conflicts of interest rules applicable to institutional investors and asset managers,
including Article 13 of the amended Law of 12 July 2013 on alternative investment fund
managers, Article 109, paragraph 1 point b) and Article 111 point d) of the510 amended
Law of 17 December 2010 on collective investment undertakings and the relevant
implementing rules , as well as Article 37-2 of the amended Law of 5 April 1993 on the
financial sector, shall also apply with regard to engagement activities. »
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2. how that arrangement incentivises the asset manager to make investment
decisions based on assessments about medium to long-term financial and non-
financial performance of the investee company and to engage with investee
companies in order to improve their performance in the medium to long-term;
3. how the method and time horizon of the evaluation of the asset manager’s
performance and the remuneration for asset management services are in line
with the profile and duration of the liabilities of the institutional investor, in
particular long-term liabilities, and take absolute long-term performance into
account;
4. how the institutional investor monitors portfolio turnover costs incurred by the
asset manager and how it defines and monitors a targeted portfolio turnover or
turnover range;
5. the duration of the arrangement with the asset manager.
Where the arrangement with the asset manager does not contain one or more of
suchelements, the institutional investor shall give a clear and reasoned explanation511.
(3) The information referred to in paragraphs 1 and 2 shall be available, free of charge, on
the institutional investor’s website and shall be updated annually unless there is no
material change.
Regulated institutional investors within the meaning of Article 1, paragraph 6, point 7,
letter a), are allowed to include this information in their report on solvency and financial
condition referred to in Article 82 of the amended Law of 7 December 2015 on the
insurance sector. »
511This corresponds to the French version of the Directive. The English and German versions add:”…explanation why
this is the case.”and “… Erklärung, warum dies der Fall ist.”
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(2) Where the information disclosed pursuant to paragraph 1 is already publicly available,
the asset manager shall not be required to provide the information to the institutional
investor directly. »
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(4) This Article also applies to proxy advisors that have neither their registered office nor
their head office in the European Union which carry out their activities through an
establishment located in the European Union. »
512Article 10 of the takeover law provides for the «passivity» rule of the management body of the target company if
that company has resolved to adhere to this rule («opt in» principle). The management body shall in this case need
the prior authorization of the general meeting before any defensive action. Article 12 provides for the neutralisation
of certain statutory limitations («break through» rule) for the target companies which decided to be subject to Article
12 («opt in» principle).
Article 10 (4) takeover law: «For the purpose of obtaining the prior authorisation, approval or confirmation of the
holders of securities referred to in paragraphs (2) and (3), a general meeting of shareholders may be called by placing
a single announcement at least two weeks before the meeting in the Mémorial [Official Gazette] and in one
Luxembourg newspaper. The same shall apply in the event of the postponement of the general meeting.»
Article 12 (4) takeover law: «Where, following a bid, the offeror holds 75 % or more of the capital carrying voting
rights, no restrictions on the transfer of securities or on voting rights referred to in paragraphs (2) and (3) nor any
extraordinary rights of shareholders concerning the appointment or removal of members of the administration or
management bodies provided for in the articles of association of the target company shall apply; multiple-vote
securities shall carry only one vote each at the first general meeting of shareholders following closure of the bid,
called by the offeror in order to amend the articles of association or to remove or appoint members of the
administration or management bodies.
To that end, the offeror shall have the right to convene a general meeting of shareholders on the same terms as
provided for in Article 10 paragraph (4).»
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period referred to in the first paragraph above is reduced to at least seventeen days
before the meeting.
(2) The convening notices are communicated in compliance with the notice periods referred
to in the first or second paragraphs of paragraph 1, to registered shareholders as well as
to directors, members of the management board and members of the supervisory
board, as applicable, and réviseurs d’entreprises agréés (approved statutory auditors).
This communication is done by letter unless the addressees have individually, expressly
and in writing, accepted to receive the convening notice through other means of
communication, but no proof need be given that this formality has been complied with.
Where all the shares are in registered form, the company may communicate the
convening notices by registered mail only, unless the addressees individually, expressly
and in writing, have accepted to receive convening notices through other means of
communication.
In either case the company may not charge any specific cost for issuing the convening
notice in the prescribed manners.
(3) The convening notice referred to in paragraph 1, shall at least contain the following
particulars:
a) indicate precisely the date 513 and location of the general meeting, and its
proposed agenda;
b) contain a clear and precise description of the procedures that shareholders must
comply with in order to be able to participate in, and to cast their vote in, the
general meeting. This includes information concerning:
i) the rights available to shareholders under Article 4, and where applicable,
the deadline by which those rights may be exercised and the electronic
address to which shareholders may address their requests. The convening
notice may confine itself to stating only the deadlines by which those rights
may be exercised and such electronic address, provided it contains a
statement that detailed information concerning those rights is available on
the Internet site of the company;
ii) the procedure for voting by proxy, notably the forms to be used to vote by
proxy and the means by which the company is prepared to accept electronic
notifications of the appointment of proxy holders; and
iii) where applicable, the procedures for participating in the meeting from a
remote location, in accordance with Article 6 and to cast votes by
correspondence or by electronic means in accordance with Article 10;
c) where applicable, statement of the record date as defined in Article 5, and the
manner in which shareholders have to register, and a statement that only those
who are shareholders on that date shall have the right to participate and vote in
the general meeting;
513The English version of the Directive uses «when and where the general meeting is to take place» which implies
that the start time of the meeting also needs to be given.
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d) indication of the postal and electronic addresses where, and how, the full,
unabridged text of the documents and draft resolutions referred to in letters c)
and d) of paragraph 4 may be obtained;
e) indication of the address of the Internet site on which the information referred
to in paragraph 4 are available.
(4) For a continuous period beginning on the day of publication of the convening notice of
the general meeting and including the day of the general meeting, the company shall
make available to its shareholders on its Internet site at least the following information:
a) the convening notice referred to in paragraph 1;
b) the total number of shares and voting rights at the date of the notice including
separate totals for each class of shares where the company’s capital is divided
into two or more classes of shares;
c) the documents to be submitted to the general meeting;
d) a draft resolution or, where no resolution is proposed to be adopted, a
comment from the board of directors or the management board, as appropriate,
for each item on the proposed agenda of the general meeting. Moreover, draft
resolutions tabled by shareholders shall be added to the Internet site as soon as
practicable after the company has received them;
e) where applicable, the forms to be used to vote by proxy and to vote by
correspondence, unless those forms are sent directly to each shareholder.
Where the forms referred to in letter e) cannot be made available on the Internet site
for technical reasons, the company shall indicate on its Internet site how the forms can
be obtained on paper. In this case the company shall be required to send the forms by
postal services and free of charge to every shareholder who so requests.
Where, pursuant to Articles 10 paragraph 4, or 12 ,paragraph 4, of the Law of 19 May,
2006 implementing Directive 2004/25/EC of the European Parliament and of the Council
of 21 April 2004 on takeover bids514, the convening notice of the general meeting is
issued later than on the thirtieth day before the meeting, the period specified in this
paragraph shall be shortened accordingly.
[2007/36/EC Art. 6]
Art. 4. Right to put items on the agenda of the general meeting and to table draft resolutions
(1) One or more shareholders holding together at least 5% of the share capital of a company:
a) have the right to put items on the agenda of the general meeting; and
b) have the right to table draft resolutions for items included or to be included on the
agenda of a general meeting.
(2) The requests referred to in paragraph 1 must be in writing and sent to the company by
postal services or electronic means to the address provided in the convening notice
published pursuant to Article 3. They are accompanied by a justification or a draft
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resolution to be adopted in the general meeting. They indicate the postal or electronic
address at which the company may acknowledge receipt of these requests.
(3) The requests referred to in paragraph 1 must be received by the company not later than on
the twenty-second day prior to the date of the general meeting. The company shall
acknowledge receipt of requests referred to in paragraph (1) within forty-eight hours from
receipt.
(4) The company publishes, in accordance with Article 3, a revised agenda not later than on the
fifteenth day prior to the date of the general meeting.
[2007/36/EC Art. 8]
Art. 6. Participation in the general meeting by electronic means
(1) The articles of incorporation may provide that any shareholder may participate in the
general meeting in any form of participation by electronic means offered by the company
which among other allow any or all of the following forms of participation:
a) real-time transmission of the general meeting;
b) real-time two-way communication enabling shareholders to address the general
meeting from a remote location;
c) a mechanism for casting votes, whether before or during the general meeting, without
the need to appoint a proxy holder who is physically present at the meeting.
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Shareholders who participate in this manner at the general meeting shall be deemed
present at the location of the general meeting for the purpose of quorum and majority
requirements.
(2) The use of electronic means for the purpose of enabling shareholders to participate in the
general meeting may be made subject only to such requirements and constraints as are
necessary to ensure the identification of shareholders and the security of electronic
communications, and only to the extent that they are proportionate to achieving those
objectives.
[2007/36/EC Art. 9]
Art. 7. Right to ask questions
(1) Every shareholder shall have the right to ask questions related to items on the agenda of
the general meeting. The company shall answer the questions put to it by shareholders
subject to the measures which it may take to ensure the identification of shareholders, the
good order of general meetings and their preparation, and the protection of confidentiality
and its business interests.
The company may provide one overall answer to questions having the same content.
Where the relevant information is available on its Internet site in a question and answer
format, the company shall be deemed to have answered to the questions asked by
referring to its site.
(2) Without prejudice to the application of paragraph 1st during the general meeting, the
articles of incorporation may provide that shareholders have the possibility, as from the
publication of the convening notice, to ask questions in writing concerning items on the
agenda, which will be answered during the general meeting. These questions may be
addressed to the company by electronic means at the address provided in the notice of the
general meeting. The articles of incorporation determine the deadline by which questions
must be received by the company.
Shareholders who intend to make use of the possibility offered by the articles of
incorporation in accordance with the preceding paragraph, establish their shareholder
qualification as shareholder in accordance with Article 5.
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their directors only in accordance with a remuneration policy approved by the general
meeting.
Where no remuneration policy has been approved and the general meeting does not
approve the proposed policy, the company may continue to pay remuneration to its
directors in accordance with its existing practices and shall submit a revised policy for
approval at the following general meeting.
Where an approved remuneration policy exists and the general meeting does not approve
the proposed new policy, the company shall continue to pay remuneration to its directors
in accordance with the existing approved policy and shall submit a revised policy for
approval at the following general meeting.
(4) In exceptional circumstances, companies may temporarily derogate from the
remuneration policy, provided that the policy includes the procedural conditions under
which the derogation can be applied and specifies the elements of the policy from which
such derogation is possible.
The exceptional circumstances referred to in the first subparagraph shall only cover
situations in which the derogation from the remuneration policy is necessary to serve the
long-term interests and sustainability of the company as a whole or to assure its viability.
(5) Companies must submit the remuneration policy to a vote by the general meeting at
every material change and in any case at least every four years.
(6) The remuneration policy shall contribute to the company’s business strategy and long-
term interests and sustainability and shall explain how it does so. It shall be clear and
understandable and describe the different components of fixed and variable
remuneration, including all bonuses and other benefits in whatever form, which can be
awarded to directors, and shall indicate their relative proportion.
The remuneration policy shall explain how the pay and employment conditions of
employees of the company were taken into account when establishing the remuneration
policy.
Where a company awards variable remuneration, the remuneration policy shall set clear,
comprehensive and varied criteria for the award of the variable remuneration. It shall
indicate the financial and non-financial performance criteria, including, where
appropriate, criteria relating to corporate social responsibility, and explain how these
criteria contribute to the objectives set out in the subparagraph 1, and the methods to be
applied to determine to which extent the performance criteria have been fulfilled. It shall
specify information on any deferral periods and on the possibility for the company to
reclaim variable remuneration.
Where the company awards share-based remuneration, the policy shall specify vesting
periods and where applicable retention periods for shares after vesting and explain how
the share based remuneration contributes to the objectives set out in the first
subparagraph.
The remuneration policy shall indicate the duration of the contracts or arrangements with
directors and the applicable notice periods, the main characteristics of supplementary
pension or early retirement schemes and the terms of the termination and payments
linked to termination.
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The remuneration policy shall explain the decision-making process followed for its
determination, review and implementation, including measures to avoid or manage
conflicts of interests and, where applicable, the role of the remuneration committee or
other committees concerned. Where the policy is revised, it shall describe and explain all
significant changes and how it takes into account the votes and views of shareholders on
the policy and reports since the most recent vote on the remuneration policy by the
general meeting of shareholders.
(7) After the vote on the remuneration policy at the general meeting, the remuneration
policy together with the date and the results of the vote is made public without delay on
the website of the company and remains publicly available, free of charge, at least as long
as it is applicable.»
515This corresponds to the law and the French version of the Directive. The English and German versions use the
defined term “director” and “Mitglied der Unternehmensleitung.”.
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applied in accordance with Article 7bis, paragraph 4, including the explanation of
the nature of the exceptional circumstances and the indication of the specific
elements derogated from.
(2) Companies may not include in the remuneration report special categories of personal data
of individual directors within the meaning of Article 9 paragraph (1) of Regulation (EU)
2016/679 of the European Parliament and of the Council or personal data which refer to
the family situation of individual directors.
(3) Companies shall process the personal data of directors included in the remuneration report
pursuant to this Article for the purpose of increasing corporate transparency as regards
directors’ remuneration with a view to enhancing directors’ accountability and shareholder
oversight over directors’ remuneration.
Companies shall no longer make publicly available pursuant to paragraph 5, the personal
data of directors included in the remuneration report in accordance with this Article after
10 years from the publication of the remuneration report.
(4) The annual general meeting shall have the right to hold an advisory vote on the
remuneration report of the most recent financial years516. The company shall explain, in the
following remuneration report, how the vote by the general meeting has been taken into
account.
However, small and medium-sized enterprises, as defined, respectively, in Articles 35 and
47 of the amended Law of 19 December 2002 on the register of trade and companies as
well as the accounting and annual accounts of companies, may provide, as an alternative to
a vote, submit the remuneration report of the most recent financial years 517 to be
submitted for discussion in the annual general meeting as a separate item of the agenda.
The company shall explain in the following remuneration report how the discussion in the
general meeting has been taken into account.
(5) Without prejudice to Article 3, paragraph 4, after the general meeting the companies shall
make the remuneration report publicly available on their website, free of charge, for a
period of 10 years, and may choose to keep it available for a longer period provided it no
longer contains the personal data of directors. The réviseur d’entreprises agréé [approved
statutory auditor] shall check that the information required by this Article has been
provided.
(6) The directors of the company, acting within their field of competence assigned to them by
law, have collective responsibility for ensuring that the remuneration report is drawn up
and published in accordance with the requirements of this Law. »
516 This corresponds to the law and the French version of the Directive. The English and German versions refer to the
most recent financial year.
517 This corresponds to the law and the French version of the Directive. The English and German versions refer to the
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(Law of 1st August 2019)
[2007/36/EC Art. 9c]
«Art. 7quater. Transparency and approval of related party transactions518
(1) Any material transaction between the company and a related party shall be subject to the
prior approval of the management body.
(2) For the purpose of this Article, "material transactions" shall mean any transaction between
the company and a related party whose publication and disclosure would be likely to have a
significant impact on the economic decisions of shareholders of the company and which
could create a risk for the company and its shareholders who are not related parties,
including minority shareholders. The nature of the transaction and the position of the
related party shall be taken into consideration.
(3) Companies shall publicly announce material transactions with related parties at the latest
at the time of the conclusion of the transaction. The announcement shall contain at least
information on the nature of the related party relationship, the name of the related party,
the date and the value of the transaction and other information necessary to assess
whether or not the transaction is fair and reasonable from the perspective of the company
and of the shareholders who are not a related party, including minority shareholders.
(4) Where the transaction with the related parties involves a director or a shareholder, that
director or shareholder shall not participate in either the approval or the vote, whichever is
applicable.
(5) Paragraphs 1 to 3 shall not apply to transactions entered into in the ordinary course of
business and concluded on normal market terms. For such transactions the management
body of the company shall establish an internal procedure to periodically assess whether
these conditions are fulfilled. Related parties shall not take part in that assessment.
(6) Companies shall not be subject to the requirements of paragraphs 1 to 3 for the following
transactions:
1. transactions entered into between the company and its subsidiaries provided that
they are wholly owned or that no other related party of the company has an
interest in the subsidiary undertaking;
2. transactions regarding remuneration of directors, or certain elements of
remuneration of directors, awarded or due in accordance with Article 7bis;
3. transactions entered into by credit institutions on the basis of measures, aiming at
safeguarding their stability, adopted by the Comission de surveillance du secteur
financier [Commission for the Supervision of the Financial Sector];
4. transactions offered to all shareholders on the same terms where equal treatment
of all shareholders and protection of the interests of the company is ensured.
(7) Companies shall publicly announce material transactions concluded between the related
parties of the company and that company’s subsidiary. The exemptions provided for in
paragraphs 5 and 6 shall also apply to the transactions specified in this paragraph.
518For a definition of «related party», see the note following the Grand-Ducal Regulation of 18 December 2015 set
out in Annex I above..
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(8) Transactions with the same related party that have been concluded in any 12-month period
or in the same financial year and have not been subject to the obligations listed in
paragraph 1 to 3 are aggregated for the purposes of those paragraphs. »
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iii) is an employee or an auditor of the company, or of a controlling shareholder or
controlled entity referred to in i);
iv) has a family relationship with a natural person referred to in points (i) to (iii).
(4) The proxy holder shall cast votes in accordance with the instructions issued by the
appointing shareholder.
He shall keep a record of the voting instructions for a minimum period of one year from the
date where the last carried out voting instructions, and shall on request confirm that the
voting instructions have been carried out.
(5) A person acting as a proxy holder may hold a proxy from more than one shareholder
without limitation as to the number of shareholders so represented. Where a proxy holder
holds proxies from several shareholders, he may cast votes for a certain shareholder
differently from votes cast for another shareholder.
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iv) the agenda of the meeting, including the draft resolutions;
v) the period within which the form for voting from a remote location must be
received by the company;
vi) the shareholder’s signature, where applicable, under the form of an electronic
signature which meets the conditions laid down in Articles 1322-1 and 1322-2 of
the Civil code519.
(3) Forms in which no vote is expressed or which do not indicate an abstention are void. In case
of modification, during the meeting, of a draft resolution on which a vote was cast from a
remote location such vote will be considered void.
(4) Article 5 applies in case the company permits voting from a remote location. For the
calculation of the quorum, account shall be taken only of those forms received by the
company prior the general meeting within the deadlines provided in the articles of
incorporation.
519 Article 1322-1: «The signature required to perfect a deed delivered under private seal identifies the person who
executes such signature and represents his approval to the content of the deed.
It may be by hand or in an electronic form.
An electronic signature consists in a number of data inseparably linked to the deed, ensuring its integrity and meeting
the conditions laid down in the first paragraph of this Article. »
Article 1322-2: The electronic deed under private seal constitutes an original when it contains reliable safeguards to
maintain its integrity from the moment it was created for the first time in its final form.
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conditions laid down in Articles 33 and 34 of the Law of 18 December 2015 on the failure of
credit institutions and of certain investment firms (Law of 20 July 2022) «or in Article 22 of
Regulation (EU) 2021/23 ».
For the purposes of paragraph 1, Article 4, paragraphs 3 and 4 and Article 5, paragraph 2, shall
not apply.»
«Chapter 3 – Penalties»
520
The Law of 24 May 2011 was published on 27 May 2011 and the Law of 1st August 2019 was published on 20
August 2019.
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ANNEX III
Chapter 1 – Definitions
Art. 1.
For the purposes of this law, the following definitions shall apply:
1° «Register of beneficial owners» means the data file in which the information on beneficial
owners is kept;.
2° «administrator» means the economic interest grouping Luxembourg Business Registers;
3° «beneficial owner» means the beneficial owner defined in Article 1, paragraph 7, of the law
of 12 November 2004 on the fight against money laundering and terrorist financing, as
amended521;
521 “Beneficial owner” shall, in accordance with this Law [Law of 12 November 2004, as last amended by the law of 29
July 2022], mean any natural person(s) who ultimately owns or controls the customer or any natural person(s) on
whose behalf a transaction or activity is being conducted. The concept of beneficial owner shall include at least:
(a) in the case of corporate entities:
(i) any natural person who ultimately owns or controls a legal entity through direct or indirect ownership of a
sufficient percentage of the shares or voting rights or ownership interest in that entity, including through
bearer shareholdings, or through control via other means, other than a company listed on a regulated market
that is subject to disclosure requirements consistent with European Union law or subject to equivalent
international standards which ensure adequate transparency of ownership information.
A shareholding of 25% plus one share or an ownership interest of more than 25% in the customer held by a
natural person shall be an indication of direct ownership. A shareholding of 25% plus one share or an
ownership interest of more than 25% in the customer held by a corporate entity, which is under the control of
a natural person(s), or by multiple corporate entities, which are under the control of the same natural
person(s), shall be an indication of indirect ownership;
(ii) if, after having exhausted all possible means and provided there are no grounds for suspicion, no person
under point (i) is identified, or if there is any doubt that the person(s) identified are the beneficial owner(s),
any natural person who holds the position of senior managing official.
Control through other means may be determined in accordance with Articles 1711-1 to 1711-3 of the Law of
10 August 1915 on commercial companies, as amended, as well as in accordance with the following criteria:
(aa) the direct or indirect right to exercise a dominant influence over a customer, on the basis of a
contract entered into with that customer or of a clause of the articles of association of that customer,
where the law governing that customer allows being subject to such contracts or such statutory clauses;
(bb) the fact that a majority of the members of the administrative, management or supervisory bodies of
the customer, in office during the financial year as well as the preceding financial year and until the
preparation of the consolidated financial statements, were appointed through direct or indirect exercise
of the voting rights of one natural person;
(cc) the direct or indirect power to exercise or the actual direct or indirect exercise of a dominant
influence or control over the customer, including the fact that the customer is placed under a single
management with another undertaking;
(dd) an obligation, under the national law to which the parent undertaking of the customer is subject, to
prepare consolidated financial statements and a consolidated management report;
(b) in the case of fiducies and trusts, all following persons:
(i) the settlor(s);
(ii) the fiduciaire(s) or trustee(s);
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4° «registered entity» means the entities registered in the Register of commerce and
companies referred to in Article 1, points 2° to (Law of 25 March 2020) «16°» of the law of
19 December 2002 on the register of commerce and companies and the accounting and
annual accounts of undertakings, as amended522;
5° «National authority» means the following authorities, administrations/agencies and
entities:
a) the procureur général d’État [senior public prosecutor], the procureur d’État [public
prosecutor] as well as their deputies;
b) the juges d’instruction [investigating judges];
c) the cellule de renseignement financier [Financial Intelligence Unit];
d) the officers of the judicial police referred to in Article 10 of the Code of criminal
procedure authorised by the director general of the Grand-Ducal Police;
e) the Commission de surveillance du secteur financier [CSSF, Financial Sector Supervisory
Commission];
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f) the Commissariat aux assurances [CAA or Insurance Commission];
g) the Administration de l’enregistrement, des domaines et de la TVA [Registration, Estate
and VAT Authority];
h) the Administration des douanes et accises [Customs and Excise];
i) the Service de renseignement de l’Etat [State Intelligence Service];
j) the Administration des contributions directes [Inland Revenue];
k) the Ministère des affaires étrangères et européennes [Ministry of Foreign and European
Affairs] within its specific competences as regards the fight against money laundering
and terrorist financing;
l) the Ministère des finances [Ministry of Finance] within its specific competences as
regards the fight against money laundering and terrorist financing;
m) the Office du contrôle des exportations, importations et du transit [Supervising agency
for exports, imports and transit].
6° «professionals» means the persons referred to in Article 2 of the law of 12 November 2004
on the fight against money laundering and terrorist financing, as amended523.
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6e. any person carrying out the Family Office activity within the meaning of the Law of 21 December 2012
relating to the Family Office activity;
7. the other financial institutions carrying out their activities in Luxembourg;
8. réviseurs d’entreprises (statutory auditors), réviseurs d’entreprises agréés (approved statutory auditors),
cabinets de révision (audit firms) and cabinets de révision agréés (approved audit firms) within the meaning of
the Law of 23 July 2016 concerning the audit profession, as amended,
9. accountants, within the meaning of the Law of 10 June 1999 on the organisation of the accounting profession
9a. accounting professionals, within the meaning of Article 2(2)(d) of the Law of 10 June 1999 on the
organisation of the accounting profession;
10. real estate agents, within the meaning of the Law of 2 September 2011 regulating the access to the
professions of craftsman, salesman, industrial as well as to some liberal professions, as amended, established or
acting in Luxembourg, including when acting as intermediaries in the letting of immovable property, but only in
relation to transactions for which the monthly rent amounts to EUR 10,000 or more;
10a. real estate developers within the meaning of the Law of 2 September 2011 regulating the access to the
profession of craftsman, salesman, industrial as well as to some liberal professions, as amended, established or
acting in Luxembourg, including when they are, in their capacity as intermediary, involved in purchase and sale
transactions of immovable property;
11. notaries, within the meaning of the Law of 9 December 1976 on the organisation of the profession of notary,
as amended;
11a. bailiffs within the meaning of the Law of 4 December 1990 on the organisation of bailiffs, as amended,
where they carry out valuation and public sales of furniture, movables and harvests;
12. lawyers, within the meaning of the Law of 10 August 1991 on the legal profession, as amended, when:
(a) assisting in the planning or execution of transactions for their customer concerning the:
(i) buying and selling of real property or business entities,
(ii) managing client money, securities or other assets,
(iii) opening or management of bank, savings or securities accounts,
(iv) organisation of contributions necessary for the creation, operation or management of companies,
(v) creation, domiciliation, operation or management of trusts, companies or other similar structures,
(b) or acting for and on behalf of their customer in any financial or real estate transaction;
(c) or providing a service of a trust and company service provider;
(d) or carrying out the activity of Family Office ;
(Law of 29 July 2022)
« (e) or acting as depositories of bearer shares.»
13. persons other than those listed above who:
(a) exercise in Luxembourg (Law of 29 July 2022) «on the basis of a business relationship», an activity of tax
advice;
(b) exercise in Luxembourg, (Law of 29 July 2022) «on the basis of a business relationship», one of the
activities described in point (12)(a) and (b), or
(c) undertake to provide, directly or by means of other persons to which they are related, material aid,
assistance or advice on tax matters as principal business or professional activity;
13a. persons other than those listed above who exercise (Law of 29 July 2022) «on the basis of a business
relationship» in Luxembourg a trust and company service provider activity;
14. providers of gambling services governed by the Law of 20 April 1977 on gaming and betting on sporting
events, as amended, acting in the exercise of their professional activities;
14a. operators in a free zone authorised to carry out their activity pursuant to an authorisation by the
Administration des douanes et accises (customs and excise) within the Community control type 1 free zone
located in the municipality of Niederanven Section B Senningen called Parishaff L-2315 Senningerberg
(Hoehenhof).
15. other persons trading in goods, only to the extent that payments are made or received in cash in an amount
of EUR 10,000 or more, whether the transactions or series of transactions are executed in a single operation or
in several operations which appear to be linked;
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Chapter 2 – Creation of the Register of beneficial owners
Art. 2.
There is established, under the authority of the [Minister of Justice], a register under the name
of «Registre des bénéficiaires effectifs» («Register of beneficial owners»), in short «RBE», whose
purposes are to preserve and make available information on beneficial owners of registered
entities.
Art. 3.
(1) The following information on beneficial owners of registered entities shall be registered and
kept in the Register of beneficial owners:
1° name;
2° first name(s);
3° nationality(ies);
4° day of birth;
5° month of birth;
6° year of birth;
7° place of birth;
8° country of residence;
9° the [exact/accurate] private or professional address mentioning:
a) for addresses in the Grand Duchy of Luxembourg: the habitual residence set out in the
Registre national des personnes physiques (National Registry of Natural Persons) or, for
professional addresses, the locality524, street and building number appearing in the
Registre national des localités et des rues (National Registry of Localities and Streets)
provided for in Article 2, letter g) of the amended law of 25 July 2002 reorganising the
Administration du cadastre et de la topographie, and the postal code;
b) for addresses abroad: the locality, street and number of the building abroad, the postal
code and the country;
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10° for persons registered in the National Registry of Natural Persons: the identification
number provided for by the amended law of 19 June 2013 on the identification of natural
persons;
11° for non-resident persons not registered in the National Registry of Natural Persons: a
foreign identification number;
12° the type of beneficial interests held;
13° the extent of beneficial interests held.
(2) As an exception to paragraph 1, companies whose securities are admitted to trading on a
regulated market in the Grand Duchy of Luxembourg or in another State member to the
Agreement on the European Economic Area or in another third country imposing obligations
recognised as equivalent by the European Commission within the meaning of Directive
2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the
harmonisation of transparency requirements in relation to information about issuers whose
securities are admitted to trading on a regulated market and amending Directive 2001/34/EC,
only register the name of the regulated market on which their securities are admitted to trading.
Art. 4.
(1) The registration of the information referred to in Article 3 and any amendments thereto shall
be applied for by the registered entity or by its representative within one month from the time
the registered entity became aware or should have become aware of the event that makes the
registration or the amendment necessary. The notary passing the deed of incorporation of the
registered entity or any amendment thereof may also apply for the registration of the
information referred to in Article 3 and any amendments thereto.
(2) The information referred to in Article 3 must be adequate, accurate and current.
(3) An application for the registration of the information referred to in Article 3 and any
amendments thereto shall include the supporting documents provided by Grand-Ducal
Regulation525.
Art. 5.
(1) The Minister of Justice has the capacity of controller within the meaning of Regulation (EU)
2016/679 of the European Parliament and of the Council of 27 April on the protection of natural
persons with regard to the processing of personal data and on the free movement of such data,
and repealing Directive 95/46/EC (General Data Protection Regulation).
(2) The administrator is responsible for the registration, safeguarding, administrative
management and provision of the information on beneficial owners in accordance with the
provisions of this law.
The administrator has the capacity of processor of the file within the meaning of the above-
mentioned Regulation (EU) 2016/679.
525See art 5 of the Grand-Ducal Regulation of 15 February 2019 on the arrangements regarding registration and
payment of administrative costs as well as on the access to the information registered in the Register of beneficial
owners.
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(3) Without prejudice to other channels of communication provided for in this law, any
communication between the administrator and the registered entity shall be made using a
secure electronic method keeping track of the transmission.
(4) The administrator is not responsible for the content of the registered information.
(5) The administrator may enter the information on beneficial owners of a registered entity in
the Register of beneficial owners at the request and on behalf of the registered entity.
(6) The Centre des technologies de l’information de l’Etat [the Government IT Center] is
responsible for the information technology management of the file within the meaning of the
above-mentioned Regulation (EU) 2016/679.
(7) The Centre des technologies de l’information de l’Etat [Government IT Center] also has the
capacity of processor of the file within the meaning of the above-mentioned Regulation (EU)
2016/679.
Art. 6.
(1) The application for registration referred to in Article 4, paragraphs 1 and 3, shall be made
electronically on the website of the administrator in accordance with the arrangements to be
provided by Grand-Ducal Regulation526.
(2) The administrator shall carry out the registration prescribed by law within three business
days following the submission of the application for registration referred to in Article 4,
paragraphs 1 and 3.
Art. 7.
(1) The administrator shall refuse any application for registration which is incomplete or does
not comply with legal and regulatory provisions. The administrator shall also refuse to register
or modify information which does not match the supporting documents.
In case of refusal of the registration application by the administrator for one of the reasons
referred to in the preceding paragraph, the administrator shall request the relevant registered
entity or, where appropriate, its authorised representative, to rectify its application by
completing, amending or withdrawing the information contained in the application made by the
registered entity, or by submitting the required supporting documents.
Such registered entity shall have fifteen days from the date of issuance of the request for
regularisation made by the administrator to comply with such request.
(2) If the application still fails to comply with legal and regulatory provisions or if the missing
information or supporting documents still have not been provided within the time limit provided
for in paragraph 1, sub-paragraph 3, the administrator shall notify the relevant registered entity
of its refusal to register. The refusal must be reasoned. It must mention the possibility for the
registered entity to make a judicial appeal by indicating the judge having jurisdiction, the
procedure to be followed and the deadline.
526See chapter 1 of the Grand-Ducal Regulation of 15 February 2019 on the arrangements regarding registration and
payment of administration costs as well as on the access to the information registered in the Register of beneficial
owners.
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The notifications are made by the administrator by sending a registered letter with
acknowledgment of receipt.
(3) An appeal against the decision to register or the refusal to register can be made by any
interested party. The appeal is brought before the judge presiding the chamber of the Tribunal
d’Arrondissement (District Court) dealing with commercial matters for merchants and before the
president of the Tribunal d’Arrondissement (District Court) dealing with civil matters for the
persons referred to in Article 1, points 6°, 7°, 8°, 10° and 11° of the law of 19 December 2002 on
the register of commerce and companies and the accounting and annual accounts of
undertakings, as amended.
The action is brought and passed on by the court in the same manner as for urgency matters in
accordance with Articles 934 to 940 of the New Code of Civil Procedure.
(4) Any [court] decision ordering a registration or an amendment of a registration which has
become final shall be implemented by the administrator.
In case the refusal of the administrator to carry out the registration is confirmed by a [court]
decision which has become final, the relevant registered entity must, within fifteen days of
service of the decision, make its application compliant with the law or provide the missing
information.
If the registered entity fails to make its request compliant with legal and regulatory provisions or
to provide the missing information, the administrator shall transmit the file of such registered
entity to the procureur d’État (public prosecutor).
Art. 8.
(1) Each person with access to information in the Register of beneficial owners pursuant to
Article 11 as well as each professional is required to inform the administrator upon, and within
thirty days of, its noticing either the existence of erroneous data or the absence of all or part of
the data in the Register of beneficial owners, or a registration, amendment or deletion failure.
(2) The procedure of Article 9 is applicable.
(3) Whilst the procedure of Article 9 is ongoing, a specific reference to the finding referred to in
paragraph 1 shall be registered by the administrator in the Register of beneficial owners.
Art. 9.
(1) In the cases referred to in Article 8, paragraph 1, the administrator shall by simple letter
request the registered entities to provide or update the registered information.
(2) In addition to the cases referred to in Article 8, paragraph 1, the administrator may by simple
letter request the registered entity to provide or update registered information.
(3) Registered entities to whom a request by the administrator within the meaning of
paragraphs 1 or 2 has been addressed must verify their entries and respond to the administrator
in accordance with a procedure determined by the administrator.
(4) If there is no response within thirty days of the date of dispatch of the request of the
administrator to the registered entity, the administrator transmits the file of such registered
entity to the procureur d’État (public prosecutor).
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Art. 10.
(1) The information referred to in Article 3 as well as applications for registration shall be kept
by the Register of beneficial owners for five years after the date of the de-registration of the
registered entity from the Register of commerce and companies.
(2) The supporting documents referred to in Article 4, paragraph 3, shall be kept by the Register
of beneficial owners for five years.
Art. 11.
(1) In the context of the performance of their duties, national authorities shall have access to
the information referred to in Article 3.
(2) The implementation arrangements regarding the granting of access to national authorities
shall be laid down by Grand-Ducal Regulation527.
Art. 12.
Access to the information referred to in Article 3, paragraph 1, points 1° to 8°, 12° and 13° shall
be available to any person.
Art. 13.
(1) Access for searching the Register of beneficial owners by the authorities and persons
referred to in Articles 11 and 12 shall be via electronic means in accordance with the access
arrangements laid down by Grand-Ducal Regulation.
The search criteria are laid down by Grand-Ducal Regulation528.
(2) The information technology system through which access to the Register of beneficial
owners is granted to the authorities referred to in Article 11 must be set up in a manner that
access to the files is protected by means of a strong authentication, that the information relating
to the person who conducted a search, the information viewed, the date, the time and the
reference of the file in which the search was made as well as the precise reason for the search
can be tracked. Log data must be kept for a period of five years from the date it was logged,
after which it shall be erased.
(3) No information regarding a search of data made by an authority referred to in Article 11 may
be communicated to the registered entities concerned or their beneficial owners.
The administrator shall make sure that the searching of data in the Register of beneficial owners
can be carried out without the relevant registered entity or its beneficial owners being notified
thereof.
527 See art 8 of the Grand-Ducal Regulation of 15 February 2019 on the arrangements regarding registration and
payment of administrative costs as well as on the access to the information registered in the Register of beneficial
owners.
528 See articles 7 and 8 of the Grand-Ducal Regulation of 15 February 2019 on the arrangements regarding registration
and payment of administrative costs as well as on the access to the information registered in the Register of beneficial
owners.
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Art. 14.
The administrator issues excerpts in electronic or paper format containing the information
referred to in Article 3 pursuant to the conditions laid down in Articles 11 and 12529.
Art. 15.
(1) A registered entity or a beneficial owner may request, on a case-by-case basis and in the
following exceptional circumstances, on the basis of a duly reasoned application to the
administrator, to limit access to the information referred to in Article 3 to national authorities,
credit institutions and financial institutions as well as to bailiffs and notaries acting in their
capacity as public officials, where such access would expose the beneficial owner to a
disproportionate risk, a risk of fraud, kidnapping, blackmail, extortion, harassment, violence or
intimidation or where the beneficial owner is a minor or otherwise incapacitated530.
(2) The administrator shall provisionally limit the access to the information referred to in Article
3 to national authorities upon receipt of the application and until notification of its decision,
and, in case of refusal of the request, for an additional period of fifteen days. In the event of an
appeal against a decision of refusal, the limited access to the information is maintained in place
until the decision of refusal can no longer be appealed.
(3) A limitation of access to information may be granted only for the duration of the
circumstances which justify the limitation without exceeding a maximum period of three years.
It may be renewed by a decision of the administrator, on the basis of a reasoned application for
renewal made by the registered entity or the beneficial owner and addressed to the
administrator no later than one month before the expiration date of the limitation.
(4) A notice indicating the limitation of access to information and the date of such decision shall
be published in Register of beneficial owners by the administrator.
(5) Any interested party intending to contest a decision made by the administrator pursuant to
paragraphs 2 or 3, may file an appeal against such decision in accordance with the provisions of
Article 7, paragraph 3, within 15 days of the publication of the notice referred to in paragraph 4.
Article 7, paragraph 4 is applicable.
Art. 16.
The remuneration of the administrator for the operation and usage costs of the Register of
beneficial owners is laid down by a Grand-Ducal Regulation within the limits of the operating
and usage costs [actually] incurred.
529 See article 9 of the Grand-Ducal Regulation of 15 February 2019 on the arrangements regarding registration and
payment of administrative costs as well as on the access to the information registered in the Register of beneficial
owners.
530 Literally translated from the French (including use of kommata), there being a debate whether this should be read
as: «(...) expose the beneficial owners to a disproportionate risk of fraud, kidnapping, blackmail, etc.»
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Chapter 6 – Provision, obtainment and preservation of information on
beneficial owners
Art. 17.
(1) Each beneficial owner of a registered entity shall provide the latter with the information
necessary for it to fulfill its obligations pursuant to Articles 3, 4, 7 and 9.
(2) Registered entities must obtain and keep, at their registered office, the information on their
beneficial owners referred to in Article 3, as well as the corresponding supporting documents.
(3) This information must be adequate, accurate and current.
(4) In case of de-registration from the register of commerce and companies following the
dissolution of a registered entity, the registered entity must designate the place where the
information referred to in Article 3 and the corresponding supporting documents are kept for
five years after the date of the de-registration.
The indication of the designated place is published in the Recueil électronique des sociétés et
associations, in accordance with the provisions of Title I, Chapter Vbis, of the Law of 19
December 2002 on the register of commerce and companies and the accounting and annual
accounts of undertakings, as amended.
Art. 18.
Registered entities must provide to the national authorities, on request and within three days of
such request, the information referred to in Article 3 and the information on their owner.
Art. 19.
With the exception of situations in which access to information has been limited in accordance
with Article 15, the registered entities must provide, upon a reasoned request and within three
days of such request, the information referred to in Article 3, points 1° to 8°, 12° and 13° and
information on their proprietors531 to professionals in the context of the latters’ performance of
their customer due diligence in accordance with Articles 3 to 3-3 of the law of 12 November
2004 on the fight against money laundering and terrorist financing, as amended.
Art. 20.
(1) A registered entity which fails to submit, within the time limits referred to in Article 4,
paragraph 1, sub-paragraph 1 and Article 7, paragraph 4, an application for registration in the
Register of beneficial owners in order to register all the information on its beneficial owners
referred to in Article 3 and their modification, shall be punished with a fine of 1,250 euros to
1,250,000 euros.
(2) A registered entity which knowingly submits an application for registration to the Register of
beneficial owners in order to register information referred to in Article 3 which is inaccurate,
incomplete or not current shall be punished with a fine of 1,250 euros to 1,250,000 euros.
531 The French text uses the term «propriétaire» and not the term «bénéficiaire effectif» (beneficial owner).
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Art. 21.
(1) A registered entity which fails to obtain and keep, at its registered office, all the information
on its beneficial owners referred to in Article 3 shall be punished with a fine of 1,250 euros to
1,250,000 euros.
(2) A registered entity which knowingly provides to the national authorities referred to in Article
18 or to the professionals referred to in Article 19, information referred to in Article 3 which is
inaccurate or not current shall be punished with a fine of 1,250 euros to 1,250,000 euros.
(3) A beneficial owner who fails to fulfill his obligation under Article 17, paragraph 1 shall be
punished with a fine of 1,250 euros to 1,250,000 euros.
Art. 22.
Article 10 of the law of 19 December 2002 on the register of commerce and companies and the
accounting and annual accounts of undertakings, as amended, is completed by a point 4° which
takes the following content:
«4° where applicable, the indication of an additional mention provided for by law.»
Art. 23.
After Article 12 of the same law, are inserted the following new Articles 12bis and 12ter:
«Art. 12bis.
Shall also be communicated the national identification number of any natural person registered
in the register of commerce and companies, as provided by the law of 19 June 2013 on the
identification of natural persons, as amended.
Natural persons who do not have an identification number as provided for by the law of 19 June
2013 on the identification of natural persons, as amended, are allocated such an identification
number in accordance with Article 1, paragraph 2, sub-paragraph of the law of 19 June 2013 on
the identification of natural persons, as amended at the time of their registration by the
administrator of the register of commerce and companies.
Art. 12ter.
The precise Luxembourg addresses to be entered in the register of commerce and companies,
pursuant to the present law, shall mention the locality, the street, the building number
appearing on or to be communicated to the Registre national des localités et des rues (National
Registry of Localities and Streets), as provided for in Article 2, letter g) of the amended law of 25
July 2002 reorganising the Administration du cadastre et de la topographie, and the postal
code.»
Art. 24.
Article 22-1, paragraph 2, of the same law is amended as follows:
«If in electronic form, this signature must be qualified as provided in Regulation (EU) No
910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic
identification and trust services for electronic transactions in the internal market and repealing
Directive 1999/93/EC.»
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Art. 25.
Article 22-4 of the same law is repealed.
Art. 26.
Article 23 of the same law is amended as follows:
1° In letter a), the words «and the fees for publication in the Recueil électronique des sociétés et
associations» are deleted.
2° In letter b), the words «and the fees for publication in the Recueil électronique des sociétés et
associations» are deleted.
Art. 27.
Registered entities must comply with the provisions of this law no later than six months after its
entry into force532.
Access for consultation may be requested after the expiry of this six-month period.
Art. 28.
Reference to this law shall be made as «Law of 13 January 2019 creating a Register of beneficial
owners».
Art. 29.
The provisions of this law shall enter into force on the first day of the second month following
the month of its publication in the Official Journal of the Grand Duchy of Luxembourg533.
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Grand-Ducal Regulation of 15 February 2019 on the arrangements regarding
registration and payment of administrative costs as well as the access to the
information registered in the Register of beneficial owners
Art. 1.
(1) The registered entity shall apply for registration of the information provided for in Article 3 of
the law of 13 January 2019 creating a Register of beneficial owners through the administrator’s
website.
(2) Each application for registration accepted by the administrator shall be recorded in the file of
the registered person or entity electronically kept by the administrator.
(3) Each registration is dated the day on which the application for registration is accepted by the
administrator and is assigned a unique number. Such acceptance shall generate a receipt of
acceptance of the registration which is forwarded to the applicant.
(4) The administrator may prevent the access to its website to any electronic certificate holder
who is found to make an abusive or fraudulent use thereof.
Art. 2.
Registrations must be made in French, German or Luxembourgish, in a complete and accurate
manner. The alphanumeric characters to be used are the letters of the Latin alphabet and
Roman or Arabic numerals. The use of additional characters and symbols is allowed, if they have
a meaning in the spoken language.
Art. 3.
The administrator keeps a complete record of the registrations, using an electronic process.
Art. 4.
(1) The administrator’s office is located in the municipality of Luxembourg. The administrator
may have offices in other municipalities of the Grand Duchy of Luxembourg. The administrator
shall post its office opening hours on its website.
(2) The administrator shall provide technical assistance in its offices to registered entities which
are materially unable to effect the registrations required by the above-mentioned Law of 13
January 2019 in accordance with Article 1.
Art. 5.
The supporting documents referred to in Article 4, paragraph 3 of the above-mentioned Law of
13 January 2019 include:
1° for natural persons who are not registered in the Register of commerce and companies,
official documents establishing the identity of the beneficial owners, accompanied by a
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French, German or Luxembourgish translation if the official documents are not drafted in
Latin characters;
2° if applicable, the application for a limitation of access to information as referred to in
Article 15, paragraph 1 of the above-mentioned Law of 13 January 2019; and
3° if applicable, a document certifying that the entity is a company whose securities are
admitted to trading on a regulated market in the Grand Duchy of Luxembourg or in another
State member to the Agreement on the European Economic Area or in another third
country imposing obligations recognised as equivalent by the European Commission within
the meaning of Directive 2004/109/EC of the European Parliament and of the Council of 15
December 2004 on the harmonisation of transparency requirements in relation to
information about issuers whose securities are admitted to trading on a regulated market
and amending Directive 2001/34/EC.
Art. 6.
Applications for the limitation of access provided for in Article 15 of the above-mentioned Law
of 13 January 2019 are transmitted to the administrator in accordance with the provisions of
Articles 1 and 2 at the same time as or after applications for registration.
Art. 7.
(1) The Register of beneficial owners may be accessed free of charge on the administrator's
website.
(2) A search in the Register of beneficial owners is carried out using either the corporate name,
the firm name, the name or the registration number of the registered entity in the Register of
commerce and companies.
(3) Access to information on beneficial owners covered by a limitation of access granted in
accordance with Article 15, paragraph 1 of the above-mentioned Law of 13 January 2019 by
credit institutions, financial institutions as well as bailiffs and notaries acting in their capacity as
public officials, is made by excerpts to be requested in accordance with Article 9, paragraph 2.
Art. 8.
(1) Access to the Register of beneficial owners by the national authorities defined in Article 1,
point 5o of the above-mentioned Law of 13 January 2019, shall require a request by the national
authority addressed to the administrator.
(2) A search in the Register of beneficial owners made by a national authority is carried out using
either the corporate name, the firm name, the name or the registration number of the
registered entity in the Register of commerce and companies or [the name of the] beneficial
owner.
(3) National authorities shall have access to the registered and historical information of the
registered and de-registered entities contained in the Register of beneficial owners.
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Art. 9.
(1) The administrator shall issue excerpts and certificates in secure paper format on the
letterhead of the Register of beneficial owners or in electronic format against payment of the
administrative costs set out in Annex A.
(2) Requests for excerpts and certificates shall be made on the administrator’s website.
(3) Excerpts and certificates issued shall contain the handwritten or electronic signature of the
administrator.
Art. 10.
(1) Entities who receive a verification request from the administrator pursuant to Article 9 of the
above-mentioned Law of 13 January 2019, must verify their information which is on the
administrator's website.
(2) If the information entered is adequate, accurate and current, the entity shall confirm its data
through the administrator’s website.
(3) If the entity realises that the information registered is inadequate, inaccurate or not current,
it shall update its information in accordance with Article 1.
Art. 11.
(1) Any accepted application for registration, as well as any request for an excerpt or certificate,
shall give rise to payment to the administrator of the administrative costs set out in Annex A.
(2) Administrative costs will be due once per individual if the registration is made by an
applicant who is not approved for payments by way of monthly invoice as provided for in Article
12, paragraph 2.
Art. 12.
(1) Payments are made electronically. However, the entities referred to in Article 4, paragraph 2
may pay the administrative costs in cash.
(2) Applicants who regularly make a large number of applications to the administrator for
registration, for excerpts or for certificates, may request to be authorised to make payment on
the basis of a monthly invoice, which shall be prepared after the administrative costs set out in
Annex A due for these applications have been recorded.
(3) Such a request shall include the applicant's written undertaking to pay to the administrator
all amounts due as administrative costs as a single payment within 30 days of the date of
issuance of the invoice prepared and dispatched by the administrator.
(4) Requests must be filed with the administrator.
(5) The administrator shall decide on the requests and notify the applicants of its decisions. If
approval is granted, a reference number is provided to the applicant.
(6) The administrator may withdraw the authorisation by reasoned decision when the amounts
due for administrative costs remain unpaid for two months following the date of issuance of the
monthly invoice prepared by the administrator.
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Chapter IV. Transitional and final provisions
Art. 13.
Entities subject to the above-mentioned Law of 13 January 2019beneficial534 are exempted from
the payment of the administrative costs set out in Annex A for a period of six months after the
entry into force of this regulation535.
Art. 14.
This Grand-Ducal Regulation shall enter into force on 1 March 2019.
Art. 15.
The Minister of Justice is responsible for the implementation of this regulation which shall be
published in the Official Journal of the Grand Duchy of Luxembourg.
534The word “beneficial” attached to “2019” is the result of an oversight of the government. In draft form, the Grand-
Ducal Regulation referred to the entire name of the law of 13 January 2019 creating a Register of beneficial owners.
The entire name was finally removed, whilst the word “beneficial” was mistakenly retained.
535 This period ends on 31 August 2019 (inclusive).
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Annex A – Tarifs
Fee Schedule of the Register of beneficial owners
All amounts are in EUR without VAT
(fees are subject to VAT at 17%)
Type of declaration
Registration € 15
Amendment € 15
Extract
Extract in paper form € 10
Electronic extract €5
Certificate of absence of registration of beneficial owener(s)
Certificate in paper form € 10
Electronic certificate €5
Other fees
Supplement for priority treatment of a request for an extract or € 100
certificate in paper form
Support desk for applications Declaration fee + € 20
Derogation request – article 15 Declaration fee + € 200
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Annex IV
Art. 1833.
A company must have a lawful purpose and be contracted for the common interest of the
parties. Every member must contribute cash, other assets or his industry.
Art. 1834.
All companies must be drawn up in writing, in case their object has a value in excess of «3.75
euros»539.
Testimonial evidence is not admissible against and beyond the content of the constitutive
instrument, nor with respect to what may be alleged to have been said before, at the time of
and since this instrument, even in case of an amount or value of less than «3.75 euros»540.
Art. 1835.
Companies are universal or special.
themselves to the rules of Article 1832 et seq. of the Civil Code, without prejudice to the amendments made thereto
by this Appendix, shall similarly constitute a legal person separate from that of their members, and the service of any
process on behalf of or upon such companies shall be valid if made in the name of, or against, the company alone.
Article 710-4 shall apply to them.»
539 Amount amended by Article 48 of the Law of 1 August 2001 on euro conversion of 1 January 2002 and amending
certain legislative provisions (Mém. A - 117 of 18 September 2001, p. 2440; parl. doc. 4722).
540 Amount amended by Article 48 of the Law of 1 August 2001 on euro conversion of 1 January 2002 and amending
certain legislative provisions (Mém. A - 117 of 18 September 2001, p. 2440; parl. doc. 4722).
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Section I. – Of universal companies
Art. 1836.
Universal companies are of two kinds: the société de tous biens présents (the company of all
current assets) and the société universelle de gains (the universal company of profits).
Art. 1837.
The société de tous biens présents is the company by which the parties put in common all
movable and immovable property which they currently possess and the profits they may make
from the same.
The parties may also include in it any other kind of profits; however assets which may devolve to
them by way of succession, donation or bequest, do not enter into such company but for
enjoyment only; any stipulation aiming at including the property of such assets therein is
prohibited, except between spouses, and then only in accordance with the rules applicable to
them.
Art. 1838.
The société universelle de gains contains everything which the parties will acquire in any capacity
through their industry as long as the company lasts: movable assets possessed by each member at
the time of the contract are also included; however their personal immovable property is included
only for enjoyment.
Art. 1839.
A common universal company agreement drawn up without any other explanation only creates
the société universelle de gains.
Art. 1840.
A universal company may only take place between persons respectively capable of conveying to
each other or of receiving from each other, and who are not prohibited from favouring each
other at the expense of other persons.
Art. 1841.
Special companies are those which only apply to certain specified things, to their usage, or to the
profits to be derived therefrom.
Art. 1842.
The contract by which various persons associate together, either for a specified undertaking, or
for the exercise of a trade or profession, is likewise a special company.
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Chapter III. – Of the obligations of the members towards each other and
towards third parties
Art. 1843.
A company shall begin at the moment the contract is made, if it does not specify another time.
Art. 1844.
If there is no agreement on the duration of the company, it shall be deemed to be contracted
for the whole time of life of the members without prejudice to what is said in Article 1869: or, in
the case of a matter with a limited duration, for the whole time such matter is to last.
Art. 1845.
Each member owes the company everything he promised to contribute to it.
Where this contribution consists in a specific property and the company is evicted from the same,
the member is accountable to the company in the same manner as a seller is answerable to a
purchaser.
Art. 1846.
The member who had to contribute a sum of money to the company and who failed to do so, by
operation of law and without any request having been made, owes interest on such amount as
from the day it was to be paid.
The same applies to amounts he took from the funds of the company, as from the day he took
them therefrom for his own benefit.
The foregoing being without prejudice to greater damages, where applicable.
Art. 1847.
Members who committed to contribute their industry to the company, shall account to it for all the
profits they made by the kind of industry which is the object of the company.
Art. 1848.
Where one of the members is, for his own particular account, creditor of a sum due and payable
by a person who likewise owes a sum due and payable to the company, what he receives from
this debtor must be applied to the discharge of the claim of the company and his personal claim
in the proportion of both claims, even if by his receipt he applied the whole amount to his claim;
however if he stated in his receipt that the application is entirely to the payment of the claim of
the company, such provision shall be effective.
Art. 1849.
Where one of the members has received his full share of the claim in common, and where the
debtor has since become insolvent, such member shall be bound to return what he received to
the common estate, even if he had specifically granted discharge “for his share”.
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Art. 1850.
Every member shall be liable towards the company for the damages caused to it by his fault,
without the possibility to offset these damages with profits his industry may have produced in
other affairs.
Art. 1851.
If the objects, only the enjoyment of which has been contributed to the company, are specific
and ascertained property which are not liable to be consumed by being used, they are at the risk
of the member who is the owner.
If these objects are liable to be consumed, if they deteriorate whilst being kept, if they were
intended to be sold, or if they were contributed to the company according to an estimated value
ascertained by an inventory, they are at the risk of the company.
If the object has been appraised, the member can only reclaim the amount resulting from its
appraisal.
Art. 1852.
A member has a claim against the company, not only for the amounts he has disbursed for the
Company's benefit, but likewise for the obligations entered into by him in good faith for the
business of the company and for the risks inseparably connected to his management.
Art. 1853.
(Law of 10 August 2016)
«If the constitutive instrument does not determine the share of each member in the profits or
losses, the share of each member shall be in proportion of what he has contributed to the equity
of the company.
As regards the member who contributed his industry only, his share in the profits or in the
losses is, without any clause to the contrary, settled as if what he contributed was equal to that
of the member who contributed the least.
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Where there are several classes of securities, the corporate agreement may provide that their
respective financial rights track the performance of one or more assets or activities of the
company.»
Art. 1854.
If the members agreed to refer to one of them or to a third party for the regulation of their
respective share, such regulation may not be challenged unless it is obviously unequitable.
No claim shall be accepted in this respect, if three months have elapsed since the party claiming
to be adversely affected became aware of the regulation, or if he has commenced performance
of such regulation.
Art. 1855.
The agreement which would allocate all the profits to one of the members is null and void.
The same shall apply to any provision which would exempt from any contribution to the losses the
amounts or property contributed to the equity of the company by one or more members.
(Law of 10 August 2016)
«Arrangements pursuant to which current or future members provide for the transfer or
acquisition of corporate rights and the purpose of which is not to infringe the participation in the
profits or the contribution to losses in the corporate relationships, shall not be prohibited.»
Art. 1856.
The member in charge of management pursuant to a special clause in the corporate contract may
take, notwithstanding objection by the other members, all actions which depend upon his
management, provided that it be without fraud.
This power cannot be revoked without a lawful cause for as long as the company lasts; however if
it was only granted by an instrument subsequent to the corporate contract, it may be revoked like
a simple mandate.
Art. 1857.
Where several members are in charge of management without their duties being determined, or
in the absence of a provision stating that one member cannot act without the other, each of
them may separately perform all acts of management.
Art. 1858.
If it has been provided that one of the managers shall not do anything without the other, one
alone cannot act in the absence of the other manager, even if the latter is for the time being
unable to participate in any acts of management, until there is a new agreement between the
members.
Art. 1859.
In the absence of special provisions on management, the following rules shall be followed:
1° The members shall be deemed to have given each other the power to manage on behalf of
the other member(s). What each member does is valid even for the share of his partners
without him having received their consent; except for the right of his partners, or one of
them, to challenge the transaction before it is concluded.
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2° Each member may use the assets which belong to the company, provided that he employs
them for the uses for which they are intended, and that he does not use them against the
interest of the company, or in such a way as to prevent his partners from using them in
accordance with their rights.
3° Each member has the right to cause his partners to contribute with him to the expenses
which are necessary for the preservation of the assets of the company.
4° None of the members may make innovations to the immovable property appertaining to the
company without the consent of the other members, even if he claims that they would be
beneficial to the company.
Art. 1860.
A member who is not a manager may neither dispose of nor commit assets, including movable
assets, appertaining to the company.
Art. 1861.
Each member may, without the consent of his partners, enter into a partnership with a third
party with respect to the share he has in the company; he may not, without such consent, make
this third party a member of the company, even if he was in charge of its management.
Art. 1862.
In companies other than commercial companies, members are not jointly liable for the debts of
the company, and none of the members may create obligations for the other members if they
have not granted him the power to do so.
Art. 1863.
The members shall be liable to the creditor with whom they have contracted, each for an equal
amount and equal share, even if the share of one of them in the company was smaller, unless the
relevant deed specifically limited the obligation of such member on the basis of such share.
Art. 1864.
A stipulation that the obligation is contracted on behalf of the company shall only bind the
contracting member and not the other members, unless they had given him power to do so, or
unless the matter turned out to be to the benefit of the company.
Art. 1865.
A company shall end:
1° upon expiration of the period for which it was entered into;
2° upon the extinction of the object, or the completion of the matter;
3° upon the natural death of one of the members;
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4° upon (...)541 one of them being subject to a restraint or being insolvent;
5° upon the intention expressed by one or more members to no longer be associated in the
company.
Art. 1866.
The extension of the duration of a company with limited duration may only be evidenced by an
instrument in writing passed in the same form as the corporate contract.
Art. 1867.
Where one of the members promised to contribute the ownership of an asset to the common
estate, the loss of such asset before its contribution results in the dissolution of the company
with respect to all members.
The company shall also in any event be dissolved in case of loss of the asset, where only its
enjoyment had been contributed to the common estate, and where ownership had remained
with the member.
However, the company shall not be dissolved by the loss of the object whose ownership has
already been contributed to the company.
Art. 1868.
In case it had been provided that in the event of death of one of the members, the company
should continue with his heir, or only between the surviving members, such provision shall be
followed; in the latter case, the heir of the deceased shall only be entitled to a share in the
541This Article originally featured also «civil death» as a cause of dissolution. Civil death was abolished by Article 18 of
the Constitution introduced by an amendment to the Constitution on 27 November 1856.
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company according to the situation of the company at the time of death, and shall only
participate in subsequent rights which are a necessary consequence of what has been done
before the death of the member to whom he succeeds.
Art. 1869.
The dissolution of the company by the will of one of the parties shall only apply to companies
whose duration is unlimited, and shall occur by a renunciation notified to all the members,
provided such renunciation is made in good faith and not untimely.
Art. 1870.
A renunciation is not made in good faith where the member renounces in order to appropriate
the profit which the members had intended to derive in common.
It is made untimely where things are no longer whole, and where it is important for the company
that its dissolution be postponed.
Art. 1871.
The dissolution of companies with a fixed duration may only be applied for by one of the members
before the agreed expiration date for just cause, such as where another member fails in its
obligations, or where a constant disability makes him unable to deal with the matters of the
Company, or in other similar cases, whose legitimacy and seriousness are to be left to the
appreciation of the court.
Art. 1872.
Rules regarding the partition of inheritances, the manner of such a partition, and the obligations
resulting from the same between heirs, apply to partitions between members.
Art. 1873.
The provisions of the present Title shall apply to commercial companies only with respect to
those items which are not contrary to the laws and usages of commerce.
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Annex V
Art. 34.
(Law of 12 March 2020)
«Where a crime or felony is committed on behalf and in the interest of a legal entity by one of
its corporate bodies, one or more of its legally appointed or de facto directors543 or any person,
who acts either individually or as part of a body of the legal entity and who exercises
management authority within the legal entity based on the authority to represent the legal
entity, the authority to take decisions on behalf of the legal entity or the power to exercise
control within the legal entity, the legal entity may be declared criminally liable and incur the
penalties provided for by Articles 35 to 38.
The legal entity may also be declared criminally liable and incur the penalties provided for by
Articles 35 to 38 where a lack of supervision or control by a person referred to in the first
paragraph of this Article has made possible the commission of a crime or felony for the benefit
of that legal entity by a person under his or her authority.
The criminal liability of legal entities does not exclude that of the individuals who are the
perpetrators or accomplices of the same offences.
The above paragraphs shall not apply to the State or to municipalities. »
Art. 35.
Penalties for crimes or felonies incurred by legal entities are:
1) fines, under the conditions and pursuant to the terms provided for by Article 36;
2) special confiscation;
3) the exclusion from the right to participate in tenders for public procurement and
concession contracts ;
4) dissolution, under the conditions and in the manner provided for by Article 38.
Art. 36.
Fines applicable to legal entities in respect of a crime or felony are of at least 500 euros.
In respect of crimes, the maximum amount of the fine applicable to legal entities is 750,000
euros.
In respect of felonies, the maximum amount of the fine applicable to legal entities is equal to
twice the amount provided for by the law punishing the offence with respect to individuals.
Where no fine is provided for individuals by the law punishing the offence, the maximum
542 As introduced by the Law of 3 March 2010 (Mém. A - 36 of 11 March 2010, p. 614) and supplemented by the Law
of 21 December 2012 (Mém. A - 296 of 31 December 2012, p. 4698).
543 The French version uses the term «dirigeants» which also covers managers (gérants) and possibly senior
executives.
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amount of the fine applicable to legal entities may not exceed twice the sum obtained by
multiplying the maximum penalty of imprisonment provided, expressed in days, by the amount
taken into consideration with respect to coercive detention.
Art. 37.
The maximum rate of the fine incurred pursuant to Article 36 is increased fivefold where the
criminal liability of the legal entity is incurred for one of the following offences:
- crimes and felonies against State security
- acts of terrorism and acts of financing terrorism
- enforced disappearance within the meaning of Article 442-1bis
- violation of the laws on prohibited weapons in relation with a criminal association or a
criminal organisation
- human trafficking and procuring
- drug trafficking in relation with a criminal association or a criminal organisation
- laundering and receiving of stolen goods
- extortion, unlawful taking of interest, active and passive corruption, private corruption
- facilitation of unauthorised entry and residence in relation with a criminal association or a
criminal organisation
- illegal employment of illegal residents who are third-country nationals in relation with a
criminal association or a criminal organisation.
Art. 38.
Dissolution may be ordered where the legal entity was intentionally created or, in the case of a
crime or felony which for individuals carries a penalty of imprisonment of three years or more,
intentionally diverted from its purpose in order to commit the relevant offences544.
No dissolution may be applied to public law entities incurring liability.
The decision ordering the dissolution of a legal entity shall contain the referral of the entities to
the court having jurisdiction to proceed to its liquidation.
Art. 39.
Where a legal entity incurs a penalty for a felony other than a fine, such penalty may be ordered
alone as primary penalty.
544 Pursuant to Article 442-1quater of the Criminal Code, if a legal entity is declared guilty of the offence of enforced
disappearance (Article 442-1bis), the sanction of dissolution is compulsory.
Article 442-1bis of the Criminal Code :
« An « enforced disappearance» is constituted by the arrest, detention, abduction or any other form of deprivation of
liberty of a person, in conditions which remove such person outside the protection of the law, by one or more agents
of the State or by a person or a group of persons acting with the authorization, support or acquiescence of the State,
where these actions are followed by such person’s disappearance and are accompanied by a refusal to acknowledge
the deprivation of liberty or by the concealment of the fate or whereabouts of the disappeared person.
Enforced disappearance is punishable by twenty to thirty years' imprisonment. »
384
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Art. 40.
Where a felony carries a penalty of imprisonment against individuals pursuant to the law
punishing the offence, the special confiscation defined by Article 31 may be ordered as primary
penalty against the legal entity, even where it is not provided for by the specific law applied.
The provision of the above paragraph shall not apply in the matter of press offences.
Art. 41 to 43.
(Abrogated by the Law of 13 June 1994)
385
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Annex VI
386
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Law or Grand Heading Mémorial A Parliamentary
Ducal Documents
Regulation
Rgd 9.1.1984 portant modification du rgd 11.5.1983 portant N° 4, p. 45
institution de la liste des experts visés à l'art.
26/1(2) de L 24.4.1983 portant modification de la
loi modifiée du 10.8.1915 concernant les sociétés
commerciales
L 18.4.1984 relative à la délégation et à la déchéance de N° 51, p. 766 2557
l'autorité parentale et à la tutelle aux prestations
sociales
L 4.5.1984 portant modification de la loi du 10.8.1915 N° 40, p. 586 2657
concernant les sociétés commerciales (rect.) N° 115, p.
2421
L 28.6.1984 portant organisation de la profession de réviseur N° 81, p. 1346 2734
d'entreprises
Rgd 30.1.1985 portant modification des montants prévus aux N° 7, p. 74
art. 215 et 231 de la loi modifiée du 10.8.1915
concernant les sociétés commerciales
L 8.8.1985 portant modification de la loi du 10.8.1915 N° 49, p. 931 2890
concernant les sociétés commerciales
L 25.8.1986 portant modification: N° 65, p. 1826 2984
1) des art. 117, 120 et 124 de la loi
modifiée du 10.8.1915 concernant les sociétés
commerciales
2) des art. 10, 13, 14, 17 et 20 de l'arrêté
Grand-Ducal du 17 septembre 1945 sur
l'organisation des associations agricoles
L 9.4.1987 concernant la représentation des obligataires N° 29, p. 415 2942
L 7.9.1987 portant modification de la loi du 10.8.1915 N° 77, p. 1792 2897
concernant les sociétés commerciales
L 28.4.1988 relative aux sociétés à responsabilité limitée N° 24, p. 516 2960
modifiant la loi modifiée du 10.8.1915
concernant les sociétés commerciales
L 11.7.1988 relative à l'établissement des comptes consolidés N° 45, p. 872 3154
L 8.3.1989 portant modification de la loi modifiée du N° 14, p. 176 3112
10.8.1915 concernant les sociétés commerciales
L 21.7.1992 portant adaptation de la réglementation N° 58, p. 1898 3381
concernant les faillites et nouvelle définition des
actes de commerce et créant l'infraction d'abus
de biens sociaux
Rgd 25.11.1992 portant modification des montants prévus aux N° 92, p. 2573
art. 215 et 231 de la loi modifiée du 10.8.1915
concernant les sociétés commerciales
387
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L 27.11.1992 portant adaptation de la loi modifiée du N° 95, p. 2625 3579
10.8.1915 concernant le régime des sociétés
commerciales à la onzième Directive du Conseil
des Communautés Européennes du 21.12.1989
concernant la publication des succursales créées
dans un Etat-membre par certaines formes de
sociétés relevant du droit d'un autre Etat-
membre
L 28.12.1992 modifiant la loi modifiée du 10.8.1915 N° 106, p. 3141 3637
concernant les sociétés commerciales à l'effet
d'introduire la société à responsabilité limitée
unipersonnelle
L 29.7.1993 portant adaptation de la loi modifiée du N° 67, p. 1191 3707
10.8.1915 concernant les sociétés commerciales
à la Directive 90/604/CEE du Conseil des
Communautés Européennes du 8.11.1990
modifiant la Directive 78/660/CEE sur les
comptes annuels et la Directive 83/349/CEE sur
les comptes consolidés en ce qui concerne les
dérogations en faveur des petites et moyennes
sociétés ainsi que la publication des comptes en
écus
L 2.12.1993 portant adaptation de la loi modifiée du N° 94, p. 1739 3781
10.8.1915 concernant les sociétés commerciales
à la Directive 90/605/CEE du Conseil des
Communautés Européennes du 8.11.1990,
modifiant les Directives 78/660/CEE et
83/349/CEE concernant respectivement les
comptes annuels et les comptes consolidés en ce
qui concerne leur champ d'application et portant
modification de certaines autres dispositions de
la loi modifiée du 10.8.1915
L 13.6.1994 relative au régime des peines N° 59, p. 1096 2974
L 8.12.1994 relative: N° 118, p. 2782 3887
1) aux comptes annuels et comptes
consolidés des entreprises d'assurances et de
réassurances de droit luxembourgeois
2) aux obligations en matière
d'établissement et de publicité des documents
comptables des succursales d'entreprises
d'assurances de droit étranger
388
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L 21.12.1994 modifiant certaines dispositions légales relatives N° 124, p. 3066 2564
au transfert des créances et au gage
Rgd 23.12.1994 modifiant le règlement Grand-Ducal du 9.1.1961 N° 116, p. 2735
relatif aux 3 recueils du Mémorial
L 11.8.1996 sur la mise en état en matière de procédure civile N° 53, p. 1660 3771
contentieuse et portant introduction et
modification de certaines dispositions du code de
procédure civile ainsi que d'autres dispositions
légales
389
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- modifiant et complétant certaines dispositions
de la loi modifiée du 5 avril 1993 relative au
secteur financier;
- complétant la loi modifiée du 6 décembre 1991
sur le secteur des assurances
L 10.6.1999 modifiant la loi modifiée du 10 août 1915 N° 69, p. 1469 4463A
concernant les sociétés commerciales par
l'introduction des sociétés coopératives
organisées comme des sociétés anonymes
Rgd 22.12.2000 portant modification des montants prévus aux N° 141, p. 3292
articles 215, 231 et 313 de la loi modifiée du 10
août 1915 concernant les sociétés commerciales
L 1.8.2001 relative au basculement en euro le 1er janvier N° 117, p. 2440 4722/10
2002 et modifiant certaines dispositions
législatives
L 19.12.2002 concernant le registre de commerce et des N° 149, p. 3630 4581
sociétés ainsi que la comptabilité et les comptes
annuels des entreprises et modifiant certaines
autres dispositions légales.
L 10.7.2005 relative aux prospectus pour valeurs mobilières. N° 98, p. 1726 5444
390
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L. 20.4.2009 sur le dépôt par voie électronique auprès du N° 80, p. 945 5716
registre de commerce et des sociétés modifiant
- le titre I de la loi modifiée du 19 décembre 2002
concernant le registre de commerce et des
sociétés ainsi que la comptabilité et les comptes
annuels des entreprises,
- et la loi modifiée du 10 août 1915 concernant
les sociétés commerciales
L. 10.6.2009 relative aux fusions transfrontalières de sociétés N° 151, p. 2268 5829
de capitaux, à la simplification des modalités de
constitution des sociétés anonymes et de
maintien et de modification de leur capital,
portant transposition
– de la directive 2005/56/CE du Parlement
européen et du Conseil du 26 octobre 2005 sur
les fusions transfrontalières des sociétés de
capitaux;
– de la directive 2006/68/CE du Parlement
européen et du Conseil du 6 septembre 2006
modifiant la directive 77/91/CEE du Conseil en ce
qui concerne la constitution de la société
anonyme ainsi que le maintien et les
modifications de son capital;
– de la directive 2007/63/CE du Parlement
européen et du Conseil du 13 novembre 2007
modifiant les directives 78/855/CEE et
82/891/CEE du Conseil pour ce qui est de
l’exigence d’un rapport d’expert indépendant à
réaliser à l’occasion des fusions ou des scissions
des sociétés anonymes,
ainsi que modification
– de la loi modifiée du 10 août 1915 concernant
les sociétés commerciales, et
– du Code du travail.
L. 18.12.2009 relative à la profession de l’audit et: N° 22, p. 295 5872
– portant transposition de la directive
2006/43/CE du Parlement européen et du
Conseil du 17 mai 2006 concernant les contrôles
légaux des comptes annuels et des comptes
consolidés et modifiant les directives 78/660/CEE
et 83/349/CEE du Conseil, et abrogeant la
directive 84/253/CEE du Conseil,
391
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– portant organisation de la profession de l’audit,
– modifiant certaines autres dispositions légales,
et
– portant abrogation de la loi modifiée du 28 juin
1984 portant organisation de la profession de
réviseur d’entreprises
L. 10.12.2010 relative à l'introduction des normes comptables N°225, p. 3633 5976
internationales pour les entreprises
modifiant
1. la loi modifiée du 19 décembre 2002
concernant le registre de commerce et des
sociétés ainsi que la comptabilité et les comptes
annuels des entreprises;
2. la loi modifiée du 10 août 1915 concernant les
sociétés commerciales;
3. l'article 13 du Code de commerce
L 3.8.2011 portant modification de la loi modifiée du 10 N°175, p. 2970 6227
août 1915 concernant les sociétés commerciales
et portant transposition de la directive
2009/109/CE du Parlement européen et du
Conseil du 16 septembre 2009 modifiant les
directives 77/91/CEE, 78/855/CEE et 82/891/CEE
du Conseil ainsi que la directive 2005/56/CE en
ce qui concerne les obligations en matière de
rapports et de documentation en cas de fusions
ou de scissions
L 6.4.2013 Loi du 6 avril 2013 relative aux titres N°71, p. 889 6327
dématérialisés et portant modification de:
- la loi modifiée du 5 avril 1993 relative au
secteur financier;
- la loi modifiée du 23 décembre 1998 portant
création d'une commission de surveillance du
secteur financier;
- la loi modifiée du 10 août 1915 concernant les
sociétés commerciales;
- la loi modifiée du 3 septembre 1996 concernant
la dépossession involontaire de titres au porteur;
- la loi modifiée du 1er août 2001 concernant la
circulation des titres et d'autres instruments
fongibles;
- la loi modifiée du 20 décembre 2002
concernant les organismes de placement
392
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collectif;
- la loi du 17 décembre 2010 concernant les
organismes de placement collectif;
- la loi modifiée du 13 février 2007 relative aux
fonds d'investissement spécialisés;
- la loi modifiée du 22 mars 2004 relative à la
titrisation
L 12.7.2013 relative aux gestionnaires de fonds N°119, p. 1855 6471
d'investissement alternatifs
- portant transposition de la directive
2011/61/UE du Parlement européen et du
Conseil du 8 juin 2011 sur les gestionnaires de
fonds d'investissement alternatifs et modifiant
les directives 2003/41/CE et 2009/65/CE ainsi
que les règlements (CE) n° 1060/2009 et (UE) n°
1095/2010 ;
- portant modification :
- de la loi du 17 décembre 2010 concernant les
organismes de placement collectif;
- de la loi du 13 février 2007 relative aux fonds
d'investissement spécialisés;
- de la loi du 15 juin 2004 relative à la société
d'investissement en capital à risque (SICAR);
- de la loi du 13 juillet 2005 relative aux
institutions de retraite professionnelle sous
forme de société d'épargne-pension à capital
variable (sepcav) et d'association d'épargne-
pension (assep);
- de la loi du 13 juillet 2005 concernant les
activités et la surveillance des institutions de
retraite professionnelle;
- de la loi du 5 avril relative au secteur financier;
- de la loi du 12 novembre 2004 relative à la lutte
contre le blanchiment et contre le financement
du terrorisme;
- de la loi du 23 décembre 1998 portant création
d'une commission de surveillance du secteur
financier;
- de la loi du 10 août 1915 concernant les
sociétés commerciales;
- de la loi du 19 décembre 2002 concernant le
registre de commerce et des sociétés ainsi que la
393
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comptabilité et les comptes annuels des
entreprises;
- du Code de commerce;
- de la loi du 4 décembre 1967 concernant
l'impôt sur le revenu;
- de la loi du 1er décembre 1936 concernant
l'impôt commercial;
- de la loi d'adaptation fiscale du 16 octobre
1934;
- de la loi du 16 octobre 1934 sur l'évaluation des
biens et valeurs;
- de la loi du 12 février 1979 concernant la taxe
sur la valeur ajoutée
L 30.7.2013 portant réforme de la Commission des normes N°177, p.3383 6376
comptables et modification de diverses
dispositions relatives à la comptabilité et aux
comptes annuels des entreprises ainsi qu'aux
comptes consolidés de certaines formes de
sociétés
et modifiant:
(1) le titre II du livre 1er du code de commerce
(2) le titre II de la loi modifiée du 19 décembre
2002 concernant le registre de commerce et des
sociétés ainsi que la comptabilité et les comptes
annuels des entreprises
(3) la section XVI de la loi modifiée du 10 août
1915 concernant les sociétés commerciales
L 10.3.2014 modifiant la loi modifiée du 10 août 1915 N°39, p.481 5974
concernant les sociétés commerciales en vue de
mettre en œuvre le règlement (CE) no 1435/2003
du Conseil du 22 juillet 2003 relatif au statut de
la société coopérative européenne (SEC).
L.28.7.2014 relative à l’immobilisation des actions et parts au N°161, p. 2483 6625
porteur et à la tenue du registre des actions
nominatives et du registre des actions au porteur
et portant modification 1) de la loi modifiée du
10 août 1915 concernant les sociétés
commerciales et 2) de la loi modifiée du 5 août
2005 sur les contrats de garantie financière
L 18.12.2015 modifiant, en vue de la transposition de la N°258, p.6227 6718
directive 2013/34/UE du Parlement européen et
du Conseil du 26 juin 2013 relative aux états
394
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financiers annuels, aux états financiers
consolidés et aux rapports y afférents de
certaines formes d'entreprises : 1) la loi modifiée
du 10 août 1915 concernant les sociétés
commerciales
2) le titre II de la loi modifiée du 19 décembre
2002 concernant le registre de commerce et des
sociétés ainsi que la comptabilité et les comptes
annuels des entreprises ;
3) le titre II du livre Ier du Code de commerce
L 27.5.2016 portant réforme du régime de publication légale N°94, p. 1729 6624
relatif aux sociétés et associations
L. 23.7.2016 relative à la profession de l'audit portant: - N°141, 6969
transposition de la directive 2014/56/UE du p. 2389
Parlement européen et du Conseil du 16 avril
2014 modifiant la directive 2006/43/CE
concernant les contrôles légaux des comptes
annuels et des comptes consolidés;
- mise en oeuvre du règlement (UE) n° 537/2014
du Parlement européen et du Conseil du 16 avril
2014 relatif aux exigences spécifiques applicables
au contrôle légal des comptes des entités
d'intérêt public et abrogeant la décision
2005/909/CE de la Commission;
- modification de la loi modifiée du 13 juillet
2005 relative aux institutions de retraite
professionnelle sous forme de sepcav et assep;
- modification de la loi modifiée du 10 août 1915
concernant les sociétés commerciales; -
abrogation de la loi modifiée du 18 décembre
2009 relative à la profession de l'audit.
L 23.7.2016 concernant la publication d’informations non N°156, p. 2651 6868
financières et d’informations relatives à la
diversité par certaines grandes entreprises et
certains groupes et portant modification de
diverses dispositions relatives à la comptabilité et
aux comptes annuels des entreprises ainsi qu’aux
comptes consolidés de certaines formes de
sociétés et
– portant transposition de la directive
2014/95/UE du Parlement européen et du
Conseil du 22 octobre 2014 modifiant la directive
395
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2013/34/UE en ce qui concerne la publication
d’informations non financières et d’informations
relatives à la diversité par certaines grandes
entreprises et certains groupes;
– portant modification:
– du titre II de la loi modifiée du 19 décembre
2002 concernant le registre de commerce et des
sociétés ainsi que la comptabilité et les comptes
annuels des entreprises;
– de la section XVI de la loi modifiée du 10 août
1915 concernant les sociétés commerciales;
– de la loi modifiée du 8 décembre 1994 relative:
* aux comptes annuels et comptes consolidés
des entreprises d’assurances et de réassurances
de droit luxembourgeois
* aux obligations en matière d’établissement et
de publicité des documents comptables
des succursales d’entreprises d’assurances de
droit étranger
396
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concernant le registre de commerce et des
sociétés ainsi que la comptabilité et les comptes
annuels des entreprises,en vue de la
transposition de la directive (UE) 2019/1151 du
Parlement européen et du Conseil du 20 juin
2019 modifiant la directive (UE) 2017/1132 en ce
qui concerne l’utilisation d’outils et de processus
numériques en droit des sociétés
L.7.8.2023 portant modification: N°515 8007
1 ° de la loi modifiée du 10 août 1915 concernant
les sociétés commerciales ;
2 ° de la loi modifiée du 19 décembre 2002
concernant le registre de commerce et des
sociétés ainsi que la comptabilité et les comptes
annuels des entreprises;
3 ° de la loi modifiée du 24 mai 2011 concernant
l'exercice de certains droits des actionnaires aux
assemblées générales de sociétés cotées et
portant transposition de la directive 2007/36/CE
du Parlement européen et du Conseil du 11
juillet 2007 concernant l'exercice de certains
droits des actionnaires de sociétés cotées;
4 ° du Code civil.
L.7.8.2023 relative à la préservation des entreprises et N°521 6539A
portant modernisation du droit de la faillite,
modifiant :
1° le livre III du Code de commerce ;
2° le livre II, titre IX, chapitre II, section Ière du
Code pénal ;
3° les articles 257 et 555 du Nouveau Code de
Procédure civile ;
4° la loi modifiée du 10 août 1915 concernant
les sociétés commerciales ;
5° la loi uniforme modifiée sur les lettres de
change et billets à ordre, telle qu’elle a été
introduite dans la législation nationale par la loi
du 8 janvier 1962 ;
6° la loi modifiée du 7 juillet 1971 portant, en
matière répressive et administrative, institution
d’experts, de traducteurs et d’interprètes, de
conciliateurs d’entreprise et mandataires de
justice assermentés et complétant les
397
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dispositions légales relatives à l’assermentation
des experts, traducteurs et interprètes ;
7° la loi modifiée du 23 juillet 1991 ayant pour
objet de réglementer les activités de sous-
traitance ;
8° la loi modifiée du 8 juin 1999 sur le budget, la
comptabilité et la trésorerie de l’État ;
9° la loi modifiée du 19 décembre 2002
concernant le registre de commerce et des
sociétés ainsi que la comptabilité et les comptes
annuels des entreprises ;
10° la loi modifiée du 5 août 2005 sur les contrats
de garantie financière.
L.15.8.2023 portant transposition de la directive (UE) N°532 8158
2021/2101 du Parlement européen et du Conseil
du 24 novembre 2021 modifiant la directive
2013/34/UE en ce qui concerne la
communication, par certaines entreprises et
succursales, d’informations relatives à l’impôt sur
les revenus des sociétés et portant modification :
1° de la loi modifiée du 10 août 1915 concernant
les sociétés commerciales ;
2°de la loi modifiée du 19 décembre 2002
concernant le registre de commerce et des
sociétés ainsi que la comptabilité et les comptes
annuels des entreprises.
398
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Annex VII
List of articles of the Law of 1915 which have been amended by subsequent
legislation545
100-1 1 L 10/8/2016
100-7 5 L 12/7/2013
100-9 7
545
The Grand Ducal Regulation of 5 December 2017 having modified the numbering of all the articles of the law is not
mentioned in this table.
399
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L 10/8/2016
100-23 13 L 12/7/2013
200-1 14 L 10/8/2016
310-3 18 L 12/7/2013
310-4 19 L 12/7/2013
310-5 20 L 12/7/2013
310-6 21 L 12/7/2013
400
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320-7 22-7 L 12/7/2013
410-1 23 L 25/8/2006
401
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420-18 30 L 24/4/1983; L 27/5/2016
430-2 38 L 10/8/2016
430-3 39 L 6/4/2013
430-4 40 L 6/4/2013
430-6 42 L 28/7/2014
402
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44 L 24/4/1983; L 8/8/1985; L 7/9/1987 ; abrogé par
L 10/8/2016
430-13 49
441-1 50
441-4 52
403
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441-7 57 L 25/8/2006; L 23/3/2007; L 10/8/2016
441-8 58
441-9 59 L 10/8/2016
404
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443-1 61 L 25/8/2006
444-1 63 L 25/8/2006
444-5 65
450-4 68
405
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461-7 74 L 20/6/1930; L 7/9/1987; L 25/8/2006
462-2 77
470-2 85 L 10/8/2016
470-3 86 L 9/4/1987
470-6 89 L 9/4/1987
470-7 90 L 9/4/1987
470-8 91 L 9/4/1987
470-10 93 L 9/4/1987
406
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470-15 94-4 L 9/4/1987
470-21 98 L 7/8/2023
407
©Philippe Hoss, Elvinger Hoss Prussen. All rights reserved
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492-5 101-15 L 25/8/2006
600-7 109
600-8 110
408
©Philippe Hoss, Elvinger Hoss Prussen. All rights reserved
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710-4 181 L 18/9/1933; L 18/4/1984; L 28/12/1992; L 10/8/2016
409
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710-28 200-1 L 28/12/1992; L 7/8/2023
812-1 119
812-3 121
812-4 122
812-5 123
812-7 125
812-8 126
410
©Philippe Hoss, Elvinger Hoss Prussen. All rights reserved
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812-10 128
813-1 129
813-2 130
813-3 131
813-8 136
411
©Philippe Hoss, Elvinger Hoss Prussen. All rights reserved
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832-2 137-16 L 10/3/2014
412
©Philippe Hoss, Elvinger Hoss Prussen. All rights reserved
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833-20 137-42 L 10/3/2014
413
©Philippe Hoss, Elvinger Hoss Prussen. All rights reserved
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1010-3 308bis-17 L 10/8/2016
414
©Philippe Hoss, Elvinger Hoss Prussen. All rights reserved
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1021-12 271 L 7/9/1987; L 25/8/2006; L 23/3/2007; L 10/6/2009;
L 7/8/2023
415
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1031-6 294 L 7/9/1987; L 23/3/2007; L 18/12/2009; L 3/8/2011 ;
L 23/7/2016
416
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1050-6 308bis-11 L 23/3/2007
1100-5 145
1100-6 146
1100-8 147
1100-13 149
1100-14 150
1200-3 L 7/8/2023
1300-1 158
1300-3 160
417
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1300-5 160-2 L 27/11/1992; L 27/5/2016; L 10/8/2016; L 7/8/2023
1400-4 155
1400-5 156
1500-3 164
418
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25/8/2006; L 10/8/2016
1500-9 170
1500-10 171
1500-13 172
1600-3 176
1600-4 177
1600-5 178
419
©Philippe Hoss, Elvinger Hoss Prussen. All rights reserved
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L 18/12/2015
420
©Philippe Hoss, Elvinger Hoss Prussen. All rights reserved
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1730-1 339bis L 23/7/2016
421
©Philippe Hoss, Elvinger Hoss Prussen. All rights reserved
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208 L 4/5/1984; L 19/12/2002 (abrogé avec effet
1/1/2005)
422
©Philippe Hoss, Elvinger Hoss Prussen. All rights reserved
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1/1/2005)
423
©Philippe Hoss, Elvinger Hoss Prussen. All rights reserved
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241 L 4/5/1984; L 19/12/2002 (abrogé avec effet
1/1/2005)
424
©Philippe Hoss, Elvinger Hoss Prussen. All rights reserved
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255-1 L 29/7/1993; L 19/12/2002 (abrogé avec effet
1/1/2005)
425
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Annex VIII
426
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Section III. Titre III
Sous-section 1. Titre III - Chapitre Ier
Art. 16 Art. 310-1
Art. 17 Art. 310-2
Art. 18 Art. 310-3
Art. 19 Art. 310-4
Art. 20 Art. 310-5
Art. 21 Art. 310-6
Art. 22 Art. 310-7
Sous-section 2. Titre III - Chapitre II
Art. 22-1 Art. 320-1
Art. 22-2 Art. 320-2
Art. 22-3 Art. 320-3
Art. 22-4 Art. 320-4
Art. 22-5 Art. 320-5
Art. 22-6 Art. 320-6
Art. 22-7 Art. 320-7
Art. 22-8 Art. 320-8
Art. 22-9 Art. 320-9
Section IV. Titre IV
§ 1er. Titre IV - Chapitre Ier
Art. 23 Art. 410-1
Art. 24 abrogated (Law of 10 August 2016)
Art. 25 abrogated (Law of 10 August 2016)
§ 2. Titre IV - Chapitre II
Art. 26 Art. 420-1
Art. 26bis Art. 420-2
Art. 26ter Art. 420-3
Art. 26quater Art. 420-4
Art. 26quinquies Art. 420-5
Art. 26sexies Art. 420-6
Art. 26septies Art. 420-7
Art. 26octies Art. 420-8
Art.26nonies Art. 420-9
Art. 26-1 Art. 420-10
427
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Art. 26-2 Art. 420-11
Art. 26-3 Art. 420-12
Art. 26-4 Art. 420-13
Art. 26-5 Art. 420-14
Art. 27 Art. 420-15
Art. 28 Art. 420-16
Art. 29 Art. 420-17
Art. 30 Art. 420-18
Art. 31 Art. 420-19
Art. 31-1 abrogated (Law of 10 August 2016)
Art. 31-1 Art. 420-20
Art. 31-2 Art. 420-21
Art. 32 Art. 420-22
Art. 32-1 Art. 420-23
Art. 32-1 bis Art. 420-24
Art. 32-2 Art. 420-25
Art. 32-3 Art. 420-26
Art. 32-4 Art. 420-27
Art. 33 abrogated (Lawof 10 July 2005)
Art. 34 abrogated (Law of 10 July 2005)
Art. 35 abrogated (Law of 10 July 2005)
Art. 36 abrogated (Law of 10 July 2005)
§ 3. Titre IV - Chapitre III
Art. 37 Art. 430-1
Art. 38 Art. 430-2
Art. 39 Art. 430-3
Art. 40 Art. 430-4
Art. 41 Art. 430-5
Art. 42 Art. 430-6
Art. 42bis Art. 430-7
Art. 43 Art. 430-8
Art. 44 abrogated (Law of 10 August 2016)
Art. 45 Art. 430-9
Art. 46 Art. 430-10
Art. 47 Art. 430-11
428
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Art. 48 Art. 430-12
Art. 49 Art. 430-13
Art. 49-1 Art. 430-14
Art. 49-2 Art. 430-15
Art. 49-3 Art. 430-16
Art. 49-4 Art. 430-17
Art. 49-5 Art. 430-18
Art. 49-6 Art. 430-19
Art. 49-6bis Art. 430-20
Art. 49-7 Art. 430-21
Art. 49-8 Art. 430-22
Art. 49bis Art. 430-23
§4 Titre IV - Chapitre IV
Sous § 1. Section 1ère
Art. 50 Art. 441-1
Art. 51 Art. 441-2
Art. 51bis Art. 441-3
Art. 52 Art. 441-4
Art. 53 Art. 441-5
Art. 54 Art. 441-6
Art. 55 abrogated (Law of 8 March 1989)
Art. 56 abrogated (Law of 8 March 1989)
Art. 57 Art. 441-7
Art. 58 Art. 441-8
Art. 59 Art. 441-9
Art. 60 Art. 441-10
Art. 60-1 Art. 441-11
Art. 60-2 Art. 441-12
Art. 60bis Art. 441-13
Sous § 2. Titre IV - Chapitre IV - Section 2
Art. 60bis-1 Art. 442-1
429
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A. Sous-section 1ere
Art. 60bis-2 Art. 442-2
Art. 60bis-3 Art. 442-3
Art. 60bis-4 Art. 442-4
Art. 60bis-5 Art. 442-5
Art. 60bis-6 Art. 442-6
Art. 60bis-7 Art. 442-7
Art. 60bis-8 Art. 442-8
Art. 60bis-9 Art. 442-9
Art. 60bis-10 Art. 442-10
B. Sous-section 2
Art. 60bis-11 Art. 442-11
Art. 60bis-12 Art. 442-12
Art. 60bis-13 Art. 442-13
Art. 60bis-14 Art. 442-14
Art. 60bis-15 Art. 442-15
Art. 60bis-16 Art. 442-16
C. Sous-section 3
Art. 60bis-17 Art. 442-17
Art. 60bis-18 Art. 442-18
Art. 60bis-19 Art. 442-19
Sous § 3. Titre IV - Chapitre IV - Section 3
Art. 61 Art. 443-1
Art. 62 Art. 443-2
Sous § 4. Titre IV - Chapitre IV - Section 4
Art. 63 Art. 444-1
Art. 63bis Art. 444-2
Art. 64 Art. 444-3
Art. 64bis Art. 444-4
Art. 65 Art. 444-5
Art. 66 Art. 444-6
§ 5. Titre IV - Chapitre V
Art. 67 Art. 450-1
Art. 67bis Art. 450-2
Art. 67-1 Art. 450-3
430
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Art. 68 Art. 450-4
Art. 69 Art. 450-5
Art. 69-1 Art. 450-6
Art. 69-2 Art. 450-7
Art. 70 Art. 450-8
Art. 70bis Art. 450-9
Art. 71 Art. 450-10
§ 6. Titre IV - Chapitre VI
Section 1ère
Art. 72 Art. 461-1
Art. 72-1 Art. 461-2
Art. 72-2 Art. 461-3
Art. 72-3 Art. 461-4
Art. 72-4 Art. 461-5
Art. 73 Art. 461-6
Art. 74 Art. 461-7
Art. 75 Art. 461-8
§ 7. Section 2
Art. 76 Art. 462-1
Art. 77 Art. 462-2
Art. 78 Art. 462-3
§ 8. Titre IV - Chapitre VII
Art. 79 abrogated (Law of 10 August 2016)
Art. 80 abrogated (Law of 10 August 2016)
Art. 81 abrogated (Law of 10 August 2016)
Art. 82 abrogated (Law of 10 August 2016)
Art. 83 abrogated (Law of 10 August 2016)
Art. 84 Art. 470-1
Art. 85 Art. 470-2
Art. 86 Art. 470-3
Art. 87 Art. 470-4
Art. 88 Art. 470-5
Art. 89 Art. 470-6
Art. 90 Art. 470-7
Art. 91 Art. 470-8
431
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Art. 92 Art. 470-9
Art. 93 Art. 470-10
Art. 94 Art. 470-11
Art. 94-1 Art. 470-12
Art. 94-2 Art. 470-13
Art. 94-3 Art. 470-14
Art. 94-4 Art. 470-15
Art. 94-5 Art. 470-16
Art. 94-6 Art. 470-17
Art. 94-7 Art. 470-18
Art. 94-8 Art. 470-19
Art. 95 Art. 470-20 (Abrogé)
Art. 96 abrogated (Law of 10 August 2016)
Art. 97 abrogated (Law of 10 August 2016)
Art. 98 Art. 470-21
§ 9. Titre IV - Chapitre VIII
Art. 99 Art. 480-1
Art. 100 Art. 480-2
Art. 101 Art. 480-3
§ 10. Titre IV - Chapitre IX
Art. 101-1 Art. 490-1
Sous § 1. Titre IV - Chapitre IX - Section 1ère
Art. 101-2 Art. 491-1
Art. 101-3 Art. 491-2
Art. 101-4 Art. 491-3
Art. 101-5 Art. 491-4
Art. 101-6 Art. 491-5
Art. 101-7 Art. 491-6
Art. 101-8 Art. 491-7
Art. 101-9 Art. 491-8
Art. 101-10 Art. 491-9
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Sous § 2. Titre IV - Chapitre IX - Section 2
Art. 101-11 Art. 492-1
Art. 101-12 Art. 492-2
Art. 101-13 Art. 492-3
Art. 101-14 Art. 492-4
Art. 101-15 Art. 492-5
Art. 101-16 Art. 492-6
Art. 101-17 Art. 492-7
Section IVbis. Titre V
Art. 101-18 Art. 500-1
Art. 101-19 Art. 500-2
Art. 101-20 Art. 500-3
Art. 101-21 Art. 500-4
Art. 101-22 Art. 500-5
Art. 101-23 Art. 500-6
Art. 101-24 Art. 500-7
Art. 101-25 Art. 500-8
Art. 101-26 Art. 500-9
Section V. Titre VI
Art. 102 Art. 600-1
Art. 103 Art. 600-2
Art. 104 abrogated (Law of 12 July 2013)
Art. 105 Art. 600-3
Art. 106 Art. 600-4
Art. 107 Art. 600-5
Art. 108 Art. 600-6
Art. 109 Art. 600-7
Art. 110 Art. 600-8
Art. 111 Art. 600-9
Art. 112 Art. 600-10
Section VI. Titre VIII
Sous-section 1. Chapitre Ier
§ 1er. Section 1ère
Art. 113 Art. 811-1
Art. 114 Art. 811-2
433
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Art. 115 Art. 811-3
Art. 116 Art. 811-4
Art. 117 Art. 811-5
Art. 117bis Art. 811-6
Art. 118 Art. 811-7
§ 2. Titre VIII - Chapitre Ier - Section 2
Art. 119 Art. 812-1
Art. 120 Art. 812-2
Art. 121 Art. 812-3
Art. 122 Art. 812-4
Art. 123 Art. 812-5
Art. 124 Art. 812-6
Art. 125 Art. 812-7
Art. 126 Art. 812-8
Art. 127 Art. 812-9
Art. 128 Art. 812-10
§ 3. Titre VIII - Chapitre Ier - Section 3
Art. 129 Art. 813-1
Art. 130 Art. 813-2
Art. 131 Art. 813-3
Art. 132 Art. 813-4
Art. 133 Art. 813-5
Art. 134 Art. 813-6
Art. 135 Art. 813-7
Art. 136 Art. 813-8
Art. 137 Art. 813-9
Sous-section 2. Titre VIII - Chapitre II
Art. 137-1 Art. 820-1
Art. 137-2 Art. 820-2
Art. 137-3 Art. 820-3
Art. 137-4 Art. 820-4
Art. 137-5 Art. 820-5
Art. 137-6 Art. 820-6
Art. 137-7 abrogated (Law of 23 July 2016(2))
Art. 137-8 Art. 820-7
434
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Art. 137-9 Art. 820-8
Art. 137-10 Art. 820-9
Sous-section 3. Titre VIII - Chapitre III
§ 1er. Section 1ère
Sous-§ 1er. Sous-section 1ere
Art. 137-11 Art. 831-1
Sous-§ 2. Sous-section 2
Art. 137-12 Art. 831-2
Art. 137-13 Art. 831-3
Sous-§ 3. Sous-section 3
Art. 137-14 Art. 831-4
§ 2. Titre VIII - Chapitre III - Section 2
Sous-§ 1er. Sous-section 1ere
A.
Art. 137-15 Art. 832-1
Art. 137-16 Art. 832-2
B.
Art. 137-17 Art. 832-3
Art. 137-18 Art. 832-4
Sous-§ 2. Sous-section 2
Art. 137-19 Art. 832-5
Art. 137-20 Art. 832-6
Art. 137-21 Art. 832-7
Sous-§ 3. Sous-section 3
Art. 137-22 Art. 832-8
§ 4. Titre VIII - Chapitre III - Section 3
Sous-§ 1er. Sous-section 1ere
A.
Art. 137-23 Art. 833-1
Art. 137-24 Art. 833-2
Art. 137-25 Art. 833-3
435
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B.
Art. 137-26 Art. 833-4
Art. 137-27 Art. 833-5
C.
C 1.
Art. 137-28 Art. 833-6
Art. 137-29 Art. 833-7
Art. 137-30 Art. 833-8
Art. 137-31 Art. 833-9
C 2.
I.
Art. 137-32 Art. 833-10
II.
Art. 137-33 Art. 833-11
Art. 137-34 Art. 833-12
Art. 137-35 Art. 833-13
C 3.
I.
Art. 137-36 Art. 833-14
II.
Art. 137-37 Art. 833-15
Art. 137-38 Art. 833-16
C.4.
I.
Art. 137-39 Art. 833-17
II.
Art. 137-40 Art. 833-18
Art. 137-41 Art. 833-19
Sous-§ 2. Sous-section 2
A.
Art. 137-42 Art. 833-20
B.
Art. 137-43 Art. 833-21
Art. 137-44 Art. 833-22
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C.
Art. 137-45 Art. 833-23
D.
Art. 137-46 Art. 833-24
Sous-§ 3. Sous-section 3
Art. 137-47 Art. 833-25 (Abrogé)
§ 5. Titre VIII - Chapitre III - Section 4
Art. 137-48 Art. 834-1
Art. 137-49 Art. 834-2
Art. 137-50 Art. 834-3
Art. 137-51 Art. 834-4
Art. 137-52 Art. 834-5
Art. 137-53 Art. 834-6
§ 6. Titre VIII - Chapitre III - Section 5
Art. 137-54 Art. 835-1
§ 7. Titre VIII - Chapitre III - Section 6
Art. 137-55 Art. 836-1
Art. 137-56 Art. 836-2
§ 8. Titre VIII - Chapitre III - Section 7
Art. 137-57 Art. 837-1
Art. 137-58 Art. 837-2
Art. 137-59 Art. 837-3
§ 9. Titre VIII - Chapitre III - Section 8
Art. 137-60 Art. 838-1
Art. 137-61 Art. 838-2
§ 10. Titre VIII - Chapitre III - Section 9
Art. 137-62 Art. 839-1
Section VII. Titre IX
Art. 138 Art. 900-1
Art. 139 Art. 900-2
Art. 140 Art. 900-3
Section VIII. Titre XI
Art. 141 Art. 1100-1
Art. 142 Art. 1100-2
Art. 143 Art. 1100-3
437
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Art. 144 Art. 1100-4
Art. 145 Art. 1100-5
Art. 146 Art. 1100-6
Art. 146bis Art. 1100-7
Art. 147 Art. 1100-8
Art. 148 Art. 1100-9
Art. 148bis Art. 1100-10
Art. 148ter Art. 1100-11
Art. 148quater Art. 1100-12
Art. 149 Art. 1100-13
Art. 150 Art. 1100-14
Art. 151 Art. 1100-15
Section IX. Titre XIV
Art. 152 Art. 1400-1
Art. 153 Art. 1400-2
Art. 154 Art. 1400-3
Art. 155 Art. 1400-4
Art. 156 Art. 1400-5
Art. 157 Art. 1400-6
Section X. Titre XIII
Art. 158 Art. 1300-1
Art. 159 Art. 1300-2
Art. 160 Art. 1300-3
Art. 160-1 Art. 1300-4
Art. 160-2 Art. 1300-5
Art. 160-3 Art. 1300-6
Art. 160-4 Art. 1300-7
Art. 160-5 Art. 1300-8
Art. 160-6 Art. 1300-9
Art. 160-7 Art. 1300-10
Art. 160-8 Art. 1300-11
Art. 160-9 Art. 1300-12
Art. 160-10 Art. 1300-13
Art. 160-11 Art. 1300-14
Art. 161 abrogated (Law of 10 July 2005)
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Section XI. Titre XV
Art. 162 Art. 1500-1
Art. 163 Art. 1500-2
Art. 164 Art. 1500-3
Art. 165 Art. 1500-4
Art. 166 Art. 1500-5
Art. 167 Art. 1500-6
Art. 168 Art. 1500-7
Art. 169 Art. 1500-8
Art. 170 Art. 1500-9
Art. 171 Art. 1500-10
Art. 171-1 Art. 1500-11
Art. 171-2 Art. 1500-12
Art. 172 Art. 1500-13
Art. 173 Art. 1500-14
Art. 173bis Art. 1500-15
Additional Provisions Titre XVI
Art. 174 Art. 1600-1
Art. 175 Art. 1600-2
Art. 176 Art. 1600-3
Art. 177 Art. 1600-4
Art. 178 Art. 1600-5
Section XII. Titre VII
Sous-section 1. Chapitre Ier
Art. 179 Art. 710-1
Art. 180 Art. 710-2
Art. 180-1 Art. 710-3
Art. 181 Art. 710-4
Art. 182 Art. 710-5
Art. 183 Art. 710-6
Art. 184 Art. 710-7
Art. 185 Art. 710-8
Art. 186 Art. 710-9
Art. 187 Art. 710-10
Art. 188 Art. 710-11
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Art. 189 Art. 710-12
Art. 190 Art. 710-13
Art. 191 Art. 710-14
Art. 191bis Art. 710-15
Art. 192 Art. 710-16
Art. 193 Art. 710-17
Art. 194 Art. 710-18
Art. 195 Art. 710-19
Art. 195bis Art. 710-20
Art. 196 Art. 710-21
Art. 196bis Art. 710-22
Art. 197 Art. 710-23
Art. 198 Art. 710-24
Art. 198bis Art. 710-25
Art. 199 Art. 710-26
Art. 200 Art. 710-27
Art. 200-1 Art. 710-28
Art. 200-2 Art. 710-29
Art. 201 Art. 710-30
Art. 202 Art. 710-31
Sous-section 2. Titre VII - Chapitre II
Art. 202-1 Art. 720-1
Art. 202-2 Art. 720-2
Art. 202-3 Art. 720-3
Art. 202-4 Art. 720-4
Art. 202-5 Art. 720-5
Art. 202-6 Art. 720-6
Section XIIbis. Titre XII
Art. 203 Art. 1200-1
Art. 203-1 Art. 1200-2
440
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Section XIII. abrogated/Art. 204 to 257ter/Law of 19
December 2002
441
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Art. 282 Art. 1023-5
Art. 283 Art. 1023-6
Sous-section IV. Titre X - Chapitre II - Section 4
Art. 284 Art. 1024-1
Section XV. Titre X - Chapitre III
Art. 285 Art. 1030-1
Art. 286 Art. 1030-2
Art. 287 Art. 1030-3
Art. 288 Art. 1030-4
Sous-section I. Titre X - Chapitre III - Section 1ère
Art. 289 Art. 1031-1
Art. 290 Art. 1031-2
Art. 291 Art. 1031-3
Art. 292 Art. 1031-4
Art. 293 Art. 1031-5
Art. 294 Art. 1031-6
Art. 295 Art. 1031-7
Art. 296 Art. 1031-8
Art. 296bis Art. 1031-9
Art. 297 Art. 1031-10
Art. 298 Art. 1031-11
Art. 299 Art. 1031-12
Art. 300 Art. 1031-13
Art. 301 Art. 1031-14
Art. 302 Art. 1031-15
Art. 303 Art. 1031-16
Art. 304 Art. 1031-17
Art. 305 Art. 1031-18
Art. 306 Art. 1031-19
Sous-section II. Titre X - Chapitre III - Section 2
Art. 307 Art. 1032-1
Sous-section III. Titre X - Chapitre III - Section 3
Art. 308 Art. 1033-1
Section XVbis Titre X - Chapitre IV
Art. 308bis-1 Art. 1040-1
442
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Art. 308bis-2 Art. 1040-2
Art. 308bis-3 Art. 1040-3
Art. 308bis-4 Art. 1040-4
Art. 308bis-5 Art. 1040-5
Section XVter. Titre X - Chapitre V
Art. 308bis-6 Art. 1050-1
Art. 308bis-7 Art. 1050-2
Art. 308bis-8 Art. 1050-3
Art. 308bis-9 Art. 1050-4
Art. 308bis-10 Art. 1050-5
Art. 308bis-11 Art. 1050-6
Art. 308bis-12 Art. 1050-7
Art. 308bis-13 Art. 1050-8
Art. 308bis-14 Art. 1050-9
Section XVquater. Titre X
Chapitre Ier
Art. 308bis-15 Art. 1010-1
Art. 308bis-16 Art. 1010-2
Art. 308bis-17 Art. 1010-3
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Art. 313 Art. 1711-4
Art. 314 Art. 1711-5
Art. 315 Art. 1711-6
Art. 316 Art. 1711-7
Art. 317 Art. 1711-8
Art. 318 Art. 1711-9
Sous-section 2. Section 2
Art. 319 Art. 1712-1
Art. 320 Art. 1712-2
Art. 321 Art. 1712-3
Art. 322 Art. 1712-4
Art. 323 Art. 1712-5
Art. 324 Art. 1712-6
Art. 325 Art. 1712-7
Art. 326 Art. 1712-8
Art. 327 Art. 1712-9
Art. 328 Art. 1712-10
Art. 329 Art. 1712-11
Art. 330 Art. 1712-12
Art. 331 Art. 1712-13
Art. 332 Art. 1712-14
Art. 333 Art. 1712-15
Art. 334 Art. 1712-16
Art. 335 Art. 1712-17
Art. 336 Art. 1712-18
Art. 337 Art. 1712-19
Art. 338 Art. 1712-20
Sous-section 3. Titre XVII - Chapitre II
Art. 339 Art. 1720-1
Sous-section 3bis. Titre XVII - Chapitre III
Art. 339bis Art. 1730-1
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Sous-section 3ter. Titre XVII - Chapitre IV
Art. 339ter Art. 1740-1
Sous-section 4. Titre XVII - Chapitre V
Art. 340 Art. 1750-1
Art. 340bis Art. 1750-2
Sous-section 4bis. Titre XVII - Chapitre VI
Art. 340ter Art. 1760-1
Art. 340quater Art. 1760-2
Art. 340quinquies Art. 1760-3
Art. 340sexies Art. 1760-4
Art. 340septies Art. 1760-5
Art. 340octies Art. 1760-6
Sous-section 5. Titre XVII - Chapitre VII
Art. 341 Art. 1770-1
Sous-section 6. Titre XVII - Chapitre VIII
Art. 341bis Art. 1780-1
Art. 341-1 Art. 1780-2 (Abrogé)
Sous-section 7. Titre XVII - Chapitre IX
Art. 342 Art. 1790-1 (Abrogé)
Art. 343 abrogated (Law of 10 December 2010)
Art. 344 Art. 1790-2
Art. 344-1 abrogated (Law of 10 December 2010)
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Annex IX
Correlation table between the new and the previous numbering of the
coordinated version of the amended Law of 10 August 1915 on commercial
companies as a result of the Grand Ducal Regulation of 5 December 2017
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Art. 100-22 Art. 12septies
Titre II Section II
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Titre IV Section IV.
Titre IV - Chapitre II § 2.
448
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Art. 420-22 Art. 32
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Art. 430-17 Art. 49-4
Titre IV - Chapitre IV §4
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Titre IV - Chapitre IV - Section 2 Sous § 2.
Sous-section 1ère A.
Sous-section 2 B.
Sous-section 3 C.
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Titre IV - Chapitre IV - Section 4 Sous § 4.
Titre IV - Chapitre V § 5.
Titre IV - Chapitre VI § 6.
Section 1ère
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Section 2 § 7.
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Art. 470-19 Art. 94-8
454
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Art. 492-7 Art. 101-17
Titre VI Section V.
455
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Titre VII Section XII.
456
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Art. 710-27 Art. 200
457
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Art. 811-2 Art. 114
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Titre VIII - Chapitre II Sous-section 2.
Sous-section 2 Sous-§ 2.
Sous-section 3 Sous-§ 3.
A.
B.
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Sous-section 2 Sous-§ 2.
Sous-section 3 Sous-§ 3.
A.
B.
C.
C 1.
C 2.
I.
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II.
C 3.
I.
II.
C 4.
I.
II.
Sous-section 2 Sous-§ 2.
A.
B.
C.
D.
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Sous-section 3 Sous-§ 3.
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Titre X Section XVquater.
Chapitre Ier
Chapitre II
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Art. 1021-8 Art. 267bis
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Titre X - Chapitre III - Section 1ère Sous-section I.
465
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Titre X - Chapitre IV Section XVbis.
466
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Art. 1100-12 Art. 148quater
Section X.
467
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Titre XIV Section IX.
468
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Art. 1600-4 Art. 177
Section 1ère
Section 2 Sous-section 2.
469
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Art. 1712-13 Art. 331
470
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Art. 1780-2 (Abrogé) Art. 341-1
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Annex X
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Section 2 - The effectiveness of the transfer of the registered office (Art. 492-1 to 492-7)
Title V - Simplified joint stock companies (Art. 500-1 to 500-9)
Title VI - Corporate Partnerships Limited By Shares (Art. 600-1 to 600-10)
Title VII - Private Limited Companies (Art. 710-1 to 720-6)
Chapter I - General provisions (Art. 710-1 à 710-31)
Chapter II - Specific provisions applicable to the société à responsabilité limitée simplifiée (Art.
720-1 to 720-6)
Title VIII - Co-operative Societies (Art. 811-1 to 839-1)
Chapter I - On sociétés coopératives in general (Art. 811-1 to 813-9)
Section 1 - On the nature and incorporation of sociétés coopératives (Art. 811-1 to 811-7)
Section 2 - Changes in membership and in the corporate fund (Art. 812-1 to 812-10)
Section 3 - Measures in the interest of third parties (Art. 813-1 à 813-9)
Chapter II - Sociétés coopératives organised as sociétés anonymes (Art. 820-1 to 820-9)
Chapter III - European Cooperative Societies (SCE) (Art. 831-1 to 839-1)
Section 1 - General provisions (Art. 831-1 to 831-4)
Section 2 - Incorporation (Art. 832-1 to 832-8)
Sub-section 1 - Incorporation by way of a merger (Art. 832-1 to 832-4)
Sub-section 2 - Conversion of a société coopérative into a société coopérative européenne (SEC)
(Art. 832-5 to 832-7)
Sous-section 3 - Participation in a société coopérative européenne (SEC) by a company the
central administration (head office) of which is not in the European Union (Art. 832-8)
Section 3 - Corporate bodies (Art. 833-1 to 833-25)
Sub-section 1 - Management (Art. 833-1 to 833-19)
Sub-section 2 – General meeting of shareholders (Art. 833-20 to 833-24)
Sub-section 3 - Action sociale (Art. 833-25)
Section 4 - Transfer of the registered office (Art. 834-1 to 834-6)
Section 5 - Annual accounts and consolidated accounts, and audit thereof. Specific provisions
applicable to the two-tier system (Art. 835-1)
Section 6 - Winding up, liquidation, insolvency and cessation of payments (Art. 836-1 to 836-2)
Section 7 - Conversion of a société coopérative européenne (SEC) into a société coopérative (Art.
837-1 to 837-3)
Section 8 - Criminal law provisions (Art. 838-1 to 838-2)
Section 9 - Final provisions (Art. 839-1)
Titre IX - Temporary Companies and Companies by Participation (Art. 900-1 to 900-3)
Titre X - Restructuring (Art. 1010-1 to 1050-9)
Chapter I - Conversion (Art. 1010-1 to 1010-12)
Chapter II - Mergers (Art. 1020-1 to 1024-1)
Section 1 - Merger by acquisition (Art. 1021-1 to 1021-19)
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Section 2 - Merger by incorporation of a new company (Art. 1022-1)
Section 3 - Acquisition of one company by another which holds 90 percent or more of the shares,
corporate units and securities conferring voting rights in the first company (Art. 1023-1 to 1023-
6)
Section 4 - Other operations assimilated to mergers (Art. 1024-1)
Chapitre III - Divisions (Art. 1030-1 to 1033-1)
Section 1 - Division by acquisition (Art. 1031-1 to 1031-19)
Section 2 - Division by the incorporation of new companies (Art. 1032-1)
Section 3 - Other operations assimilated to division (Art. 1033-1)
Chapter IV - Transfers of assets, branch of activity transfers and all assets and liabilities
transfers (Art. 1040-1 to 1040-5)
Chapter V - Transfers of professional assets (Art. 1050-1 to 1050-9)
Title XI - The liquidation of companies (Art. 1100-1 to 1100-15)
Title XII - Court-ordered dissolution and close-down of commercial companies (Art. 1200-1 to
1200-2)
Title XIII - Companies constituted in a foreign jurisdiction (Art. 1300-1 to 1300-14)
Title XIV - Rights of action and prescription periods (Art. 1400-1 to 1400-6)
Title XV - Criminal law provisions (Art. 1500-1 to 1500-15)
Title XVI - Additional provisions (Art. 1600-1 to 1600-5)
Title XVII - Consolidated accounts (Art. 1711-1 to 1790-2)
Chapter I - Conditions and Manner of preparation of consolidated accounts (Art. 1711-1 to
1712-20)
Section 1 - Conditions for the preparation of consolidated accounts (Art. 1711-1 to 1711-9)
Section 2 - Manner of preparation of consolidated accounts (Art. 1712-1 to 1712-20)
Chapter II - The consolidated management report (Art. 1720-1)
Chapter III - Consolidated non financial accounts (Art. 1730-1)
Chapter IV - Duty and liability for drawing up and publishing the consolidated accounts and
the consolidated management report (Art. 1740-1)
Chapter V - The auditing of consolidated accounts (Art. 1750-1 to 1750-2)
Chapter VI - Consolidated report on payments to governments (Art. 1760-1 to 1760-6)
Chapter VII - The publication of consolidated accounts (Art. 1770-1)
Chapter VIII - Consolidated Accounts prepared in accordance with international accounting
standards (Art. 1780-1 to 1780-2)
Chapter IX - Miscellaneous provisions (Art. 1790-1 to 1790-2
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