In order to face the COVID-19 pandemic within Luxembourg’s territory and to facilitate the good management of companies during the lockdown period, the Luxembourg’s government adopted a grand ducal regulation on March 20th, 2020, applicable during all the state of health emergency period, authorizing the dematerialized holding of shareholders’ meetings, board of managers, board of directors, supervisory boards and all other meetings related to the administration of moral persons, notwithstanding any contradictory disposition of the company’s articles of association 1.
Then, facing the resurgence of the COVID-19 pandemic, two laws were published to bring exceptional and temporary derogations as to secure the companies in their internal running:
- the law dated May 22nd, 2020, extending the deadlines for the filing and publication of the annual accounts, consolidated accounts and related reports until October 31st, 2020;
- the law dated June 20th, 2020, extending the measures related to the dematerialized holding of shareholders’ meetings and other decisionmaking bodies in companies to the non-profit associations (“associations sans but lucratif”) and to condominium syndicates (“syndicats de copropriété”), until September 30th, 2020.
Later, the law dated September 23rd, 2020, repealing the law dated June 20th, 2020, has extended again these measures for the remote governance of Luxembourg companies and other moral persons for three additional months, so until December 31st, 2020.
However, if this authorization to hold dematerialized meetings, deemed held in Luxembourg notwithstanding any contradictory disposition of the company’s articles of association, has been extended until December 31st, 2020, the deadline for the filing of the annual accounts as at December 31st, 2019 to the Luxembourg Trade and Companies Register, as provided by the law dated May 22nd, 2020, remains unchanged; this filing has to be made before October 31st, 2020, on penalty of a fine of:
- €50 for a month of delay (between 1st and 30th of November 2020),
- €200 between two and four months of delay (between December 1st, 2020 and February 28th, 2021),
- €500 for more than four months of delay (after March 1st, 2021).
Lastly, in the context of these partial or full dematerialized shareholders’ meetings, board of managers, board of directors and / or supervisory board of a company until December 31st, 2020, additional solutions can be set up in order to facilitate the communication between all members of these corporate bodies, such as:
- the possibility to submit questions in writing before the shareholders’ meeting or to organize a Q&A session by electronical means with the answers of the board of managers / directors few days before the shareholders’ meeting, in order to ensure the debates’ quality between shareholders;
- the consulting of any documents prior to the shareholders’ meeting (management report, auditor report etc.), made available to the shareholders by electronical means, in accordance with the provisions of the amended law on August 10th, 1915 on commercial companies;
- the electronic signature can be foreseen if the articles of association of the company don’t provide for the individual signature of one of the board of directors’ member and in the absence of proxies, as long as the legal requirements provided by the Luxembourg law are fulfilled, so that the signature’s owner can be identified and that his / her consent towards the content of the deed is clear.
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