State of emergency declared in Luxembourg - Special measures applicable to the holding of meetings in Luxembourg companies
On 20 March 2020, the Luxembourg Government adopted a Grand-Ducal Regulation introducing measures concerning the holding of meetings in companies and other legal persons ("the Regulation") following the declaration of a state of emergency adopted on 18 March 2020 with regard to the "Coronavirus" ("Covid-19") pandemic.
A company may, notwithstanding any provision to the contrary in the articles, regardless of the expected number of participants in its general meeting, hold any general meeting without a physical meeting, and require its shareholders or members and other participants in the meeting to attend the meeting and exercise their rights exclusively:
1° by voting from a remote location in writing or electronically, provided that the full text of the resolutions or decisions to be taken has been published or communicated to them;
2° through a proxy holder appointed by the company; or
3° by video conference or other telecommunication means permitting their identification.
The shareholders or members participating by way of such means shall be deemed to be present for the calculation of quorum and majority at such meeting.
These measures are applicable to a meeting of bondholders.
The same rules are introduced for the other corporate bodies of any company such as notably the board of directors or managers or supervisory board. Indeed, notwithstanding any provision to the contrary in the articles, such other corporate bodies may hold their meetings without a physical meeting:
1° by written circular resolutions; or
2° by video conference or other telecommunication means permitting the identification of the members of the corporate body participating in the meeting.
Members of these corporate bodies participating by such means are deemed present for the calculation of quorum and majority.
Notwithstanding any provision to the contrary in the articles, a company is authorised to convene its annual general meeting for the later of the following dates:
i. a date within six months after the end of its financial year, or
ii. a date within a period ending 30 June 2020.
The company is authorised to take this decision for any meeting convened for 30 June 2020 at the latest. Any company which has already convened its meeting and which takes such a decision shall publish it and, where applicable, notify it to its shareholders or members or other participants in the form in which it had convened such meeting or by publication on its website no later than the third business day before the meeting.
The Grand Ducal Regulation of 20h March 2020 is available under this link: http://www.legilux.public.lu/eli/etat/leg/rgd/2020/03/20/a171/jo
We remain at your disposal for any question you may have in that matter.