Back in March 2020, when the state of crisis was declared in Luxembourg, a Grand Ducal regulation was issued in order to introduce rules and measures governing the organisation of shareholders’, board of managers, or other supervisory and management body meetings (the ‘Regulation’). The aim of the Regulation was to adapt the rules, until the end of the state of crisis, for these meetings by following the social distancing and safety measures recommended in the context of COVID-19.
Since March 2020, these measures have been extended several times, most recently up to 30 June 2021, by the law of 23 September 2020.
The new law of 30 June 2021 extends these measures, up to and including 31 December 2021
The following applies:
Companies are allowed to hold their shareholders’ meetings without physically meeting, even if the articles of association did not provide such measures, and regardless of the number of participants in the case of a shareholders’ meeting.
The shareholders may participate in such meetings:
By casting a vote in writing or electronically (this may be via an internet platform or by email as long as the identification of the shareholder is possible), to the extent that the full text of the resolutions was provided to them, or
By videoconference or other means of telecommunication allowing their identification.
The shareholders participating in the meeting by such means are considered present for the purpose of the quorum and the majority. A shareholder may also appoint a proxy for the purpose of participating in the shareholders’ meeting. These provisions are also applicable to bondholder meetings.
For other meetings, such as management meetings or the supervisory body of the company, similar provisions apply. Notwithstanding, any provision to the contrary in the articles of association, such meetings may take place by means of:
Written circular resolutions, or
Videoconference or other means of telecommunication.
The members of the body, participating in meetings by such means, are considered present for the purpose of the quorum and the majority.