The law of 20 June 2020 extending measures concerning the holding of meetings in companies and other legal persons was published on 25 June 2020 in the Official Journal of the Grand Duchy of Luxembourg

This Law applies during the period provided for in Article 3 of the law of 22 May 2020 extending the deadlines for the filing and publication of annual accounts, consolidated accounts and related reports during a state of crisis.

Such Law reaffirms the provisions of the Grand Ducal regulation of 20 March 2020 introducing measures concerning the holding of meetings in companies and other legal persons voted during the state of crisis created by COVID-19 (the “Regulation”).

Therefore, a company may, even if the articles of association do not so provide and irrespective of the number of participants in its general meeting, hold any general meeting of the shareholders without physical meeting, and may require its shareholders or associates and other participants in the meeting to attend the meeting and exercise their rights in one or more of the following forms of participation:

  • by remote vote in writing or in electronic form allowing their identification and provided that the full text of the resolutions or decisions to be taken has been published or communicated to them, or
  • by videoconference or other means of telecommunication allowing their identification.

Shareholders or associates or other participants may also attend the general meeting and exercise their rights through the intermediary of a proxy designated by the company.

Shareholders or associates who participate by such means are deemed to be present for the calculation of the quorum and majority at such meeting.

The foregoing is also applicable to meetings of bondholders.

Notwithstanding any provision to the contrary in the articles of association and without the articles of association having to provide for the possibility of doing so, the other organs of any company may hold their meetings without a physical meeting:

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

Members of such bodies who participate by such means are deemed to be present for the calculation of the quorum and the majority.

Any company that has convened its general meeting in accordance with the terms and conditions applicable before the entry into force of the Regulation and that takes the decision to reconvene the general meeting in accordance with the terms and conditions defined by the Law, must publish its decision and, as the case may be, notify it to its shareholders or associates or other participants in the form in which it had convened that meeting or by publication on its website no later than the third working day before the general meeting.

The Law applies to the holding of general meetings and meetings of the other bodies of the companies and legal persons during the period provided for in article 3 of the law of 22 May 2020 extending the deadlines for the filing and publication of annual accounts, consolidated accounts and related reports during a state of crisis meaning general meetings and meetings convened at a date that is nine months after the end of the financial year.

The Law shall enter into force on 25 June 2020 except for article 4 (concerning the public institution named “Fonds du Logement”) which applies retroactively as of 30 May 2020.