On December 17, 2021, Luxembourg’s Chamber of Deputies passed into law Bill 7916, which extends provisions on governance measures concerning the holding of meetings in companies and other legal entities in the light of the Covid-19 pandemic legislation of September 23, 2020.

What measures have been extended?

The legislation extends the possibility to hold virtual meetings without a physical presence for Luxembourg companies and other legal entities through amendment of Article 5 of the 2020 law, from the end of 2021 until December 31, 2022.

The explanatory notes of Bill 7916 specifies that the virtual meeting regime is only optional. Companies or entities falling within the scope of the provision that prefer to hold meetings in person may do so in compliance with applicable health measures.

What legal entities and meetings are concerned?

The legislation authorises the holding in virtual rather than physical form of ordinary general meetings of shareholders, boards of directors, and other managing bodies of legal entities including:
• Any types of company.
• Non-profit associations and foundations.
• European economic interest groups.
• Economic interest groups.
However, the legislation does not authorise further extensions regarding the holding of annual general meetings and approval of annual accounts.

How should votes take place, and how many participants are required?

A company holding any general meetings of shareholders can require shareholders and other participants to exercise their rights by a vote in writing or electronic form (subject to identification), provided that written resolutions have been circulated or published before the meeting, through video conference or other means of communication enabling identification of participants, or by proxy.

Boards of directors or executives or any other corporate bodies may hold remote meetings by written circular resolutions, video conference or other means of communication enabling identification of participants. These provisions apply regardless of the number of participants at shareholder or board meetings.

How should a quorum or majority at a remote meeting be calculated?

Shareholders or directors who participate in such meetings are deemed to be present for purposes of calculation of the quorum and majority requirement.

Must the option to hold remote meetings be provided for in the articles of association?

Remote meetings without physical presence may be held even if the articles of association do not explicitly provide for this option.

If you have any further questions, please contact our corporate team.